SOUTH STATE Corp 8-K 2014
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 22, 2014
FIRST FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 22, 2014, First Financial Holdings, Inc. (the Company) held its Annual Meeting of Shareholders (the Annual Meeting) in Columbia, South Carolina. At the Annual Meeting, there were present in person or by proxy 21,415,588 shares of the Companys common stock, representing 88.9% of the total outstanding eligible votes. At the Annual Meeting, the Companys shareholders were asked to vote to (1) elect nine members of the Board of Directors, (2) approve an amendment to the Companys Articles of Incorporation to change the name of the Company from First Financial Holdings, Inc. to South State Corporation effective June 30, 2014 (the name change proposal), (3) ratify the exclusive forum selection provision in the Companys bylaws, (4) approve the compensation of the Companys named executive officers, (5) ratify the appointment of Dixon Hughes Goodman LLP as the Companys independent registered public accountants for the fiscal year ending December 31, 2014, and (6) to grant the Chairman of the Annual Meeting the authority to adjourn or postpone the Annual Meeting, if necessary, in order to solicit additional proxies in favor of the name change proposal (the adjournment proposal). The voting results for each proposal are as follows:
1) Approval of a proposal to elect the following individuals as directors of the Company:
Each elected director received at least 98% of the voted shares in favor of their election.
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
2) Approval of the name change proposal:
3) Approval to ratify the exclusive forum selection provision in the Companys bylaws:
4) Approval of the compensation of the Companys named executive officers:
5) Approval to ratify the appointment of Dixon Hughes Goodman LLP as the Companys independent registered public accountants for the fiscal year ending December 31, 2014:
6) Approval of the meeting adjournment proposal:
The meeting adjournment proposal was withdrawn, as sufficient votes were cast at the Annual Meeting to approve the name change proposal.
There were 2,835,357 broker non-votes with respect to proposals 1, 3, and 4 which are non-routine proposals.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.