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SOUTH STATE Corp 8-K 2014

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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)

 

South Carolina
(State or other jurisdiction of
incorporation)

 

001-12669
(Commission File
Number)

 

57-0799315
(IRS Employer
Identification No.)

 

520 Gervais Street
Columbia, South Carolina
(Address of principal executive offices)

 

29201
(Zip Code)

 

(800) 277-2175

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 Company’s common stock, representing 88.9% of the total outstanding eligible votes.  At the Annual Meeting, the Company’s shareholders were asked to vote to (1) elect nine members of the Board of Directors, (2) approve an amendment to the Company’s 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 Company’s bylaws, (4) approve the compensation of the Company’s named executive officers, (5) ratify the appointment of Dixon Hughes Goodman LLP as the Company’s 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:

 

Nominees for Director

 

Votes For

 

Votes Withheld

 

Uncast Votes

 

Luther J. Battiste, III

 

18,351,582

 

228,649

 

 

Paula Harper Bethea

 

18,209,940

 

370,291

 

 

Robert R. Hill, Jr.

 

18,361,549

 

218,682

 

 

R. Wayne Hall

 

18,306,608

 

273,623

 

 

Thomas J. Johnson

 

18,459,457

 

120,774

 

 

Ralph W. Norman, Jr.

 

18,356,471

 

223,760

 

 

Alton C. Phillips

 

18,320,830

 

259,401

 

 

Richard W. Salmons, Jr.

 

18,465,954

 

114,061

 

216

 

B. Ed Shelley, Jr.

 

18,282,440

 

297,791

 

 

 

Each elected director received at least 98% of the voted shares in favor of their election.

 

2



 

The following individuals continue to serve as directors until our Annual Meeting in the year indicated:

 

Directors Whose Terms Will Expire in 2017

 

Luther J. Battiste, III

 

Paula Harper Bethea

 

Robert R. Hill, Jr.

 

Thomas J. Johnson

 

Ralph W. Norman, Jr.

 

Alton C. Phillips

 

 

Directors Whose Terms Will Expire in 2016

 

Jimmy E. Addison

 

Robert H. Demere, Jr.

 

Robert R. Horger

 

James W. Roquemore

 

Richard W. Salmons, Jr.

 

B. Ed Shelley, Jr.

 

John W. Williamson, III

 

 

Directors Whose Terms Will Expire in 2015

 

M. Oswald Fogle

 

Herbert G. Gray

 

Cynthia A. Hartley

 

R. Wayne Hall

 

John C. Pollok

 

Thomas E. Suggs

 

Kevin P. Walker

 

 

2) Approval of the name change proposal:

 

 

 

Votes

 

% of Shares
Outstanding

 

% of Shares
Voted

 

Voting For

 

21,190,919

 

87.92

%

98.95

%

Voting Against

 

134,477

 

0.56

%

0.63

%

Abstain From Voting

 

90,192

 

0.37

%

0.42

%

Total

 

21,415,588

 

88.85

%

100.00

%

 

3) Approval to ratify the exclusive forum selection provision in the Company’s bylaws:

 

 

 

Votes

 

% of Shares
Outstanding

 

% of Shares
Voted

 

Voting For

 

10,349,871

 

42.94

%

55.71

%

Voting Against

 

8,090,759

 

33.57

%

43.54

%

Abstain From Voting

 

139,601

 

0.58

%

0.75

%

Total

 

18,580,231

 

77.09

%

100.00

%

 

3



 

4) Approval of the compensation of the Company’s named executive officers:

 

 

 

Votes

 

% of Shares
Outstanding

 

% of Shares
Voted

 

Voting For

 

15,513,337

 

64.37

%

83.49

%

Voting Against

 

2,976,633

 

12.35

%

16.02

%

Abstain From Voting

 

90,261

 

0.37

%

0.49

%

Total

 

18,580,231

 

77.09

%

100.00

%

 

5) Approval to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014:

 

 

 

Votes

 

% of Shares
Outstanding

 

% of Shares
Voted

 

Voting For

 

21,340,868

 

88.54

%

99.65

%

Voting Against

 

31,954

 

0.13

%

0.15

%

Abstain From Voting

 

42,766

 

0.18

%

0.20

%

Total

 

21,415,588

 

88.85

%

100.00

%

 

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.

 

4



 

SIGNATURES

 

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.

 

 

FIRST FINANCIAL HOLDINGS, INC.

 

(Registrant)

 

 

 

 

Date:      April 24, 2014

/s/ John C. Pollok

 

John C. Pollok

 

Senior Executive Vice President,

 

Chief Financial Officer and

 

Chief Operating Officer

 

5


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