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: April 14, 2020
Bank of South Carolina Corporation |
|||
|
(Exact name of registrant as specified in its charter) |
|||
|
South Carolina |
0-27702 |
57-1021355 |
|
|
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
|
|
256 Meeting Street Charleston, SC 29401 |
|
||
|
(Address of principal executive offices) |
(Zip Code) |
||
|
Registrant’s telephone number, including area code |
(843) 724-1500 |
||
|
|
|||
|
(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): |
|||
|
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|||
|
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|||
|
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|||
|
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
|||
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common stock |
|
BKSC |
|
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 14, 2020, the Bank of South Carolina Corporation (the “Company”) issued a press release announcing its unaudited financial results for the quarter ended March 31, 2020. The information contained in the press release is deemed to be “filed” under the Securities Exchange Act of 1934 as Item 2.02 to this report, and such press release is incorporated herein by reference.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The 2020 Annual Meeting of Shareholders of the Company was held on April 14, 2020. At the meeting, the Company’s shareholders elected nineteen Directors to serve until the 2021 Annual Meeting and took the following actions: approval of the 2020 Stock Incentive Plan and the ratification of the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2020. There were a total of 5,530,363 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting there were, in person or by proxy, 4,901,575 shares present of the Company’s Common Stock, representing approximately 88.63% of the total outstanding eligible shares. The following proposals are described in detail in the Company’s definitive proxy statement dated March 6, 2020 and were voted upon and approved by the shareholders at the 2020 Annual Meeting:
Proposal 1: To elect nineteen Directors of the Bank of South Carolina Corporation to serve until the Company’s 2021 Annual Meeting of Shareholders:
|
Name |
For |
Abstain |
Broker Non-Votes |
|
Susanne K. Boyd |
3,022,553 |
19,536 |
1,859,486 |
|
Fleetwood S. Hassell |
2,819,597 |
222,492 |
1,859,486 |
|
Hugh C. Lane, Jr. |
3,024,475 |
14,614 |
1,859,486 |
|
Douglas H. Sass |
3,021,734 |
20,355 |
1,859,486 |
|
Eugene H. Walpole, IV |
2,993,935 |
48,154 |
1,859,486 |
|
David W. Bunch |
3,028,761 |
13,328 |
1,859,486 |
|
Graham M. Eubank, Jr. |
3,020,123 |
21,966 |
1,859,486 |
|
Elizabeth M. Hagood |
3,026,470 |
15,619 |
1,859,486 |
|
Glen B. Haynes, DVM |
3,028,682 |
13,407 |
1,859,486 |
|
William L. Hiott, Jr. |
3,022,885 |
19,204 |
1,859,486 |
|
Richard W. Hutson, Jr. |
3,032,699 |
9,390 |
1,859,486 |
|
Charles G. Lane |
3,030,014 |
12,075 |
1,859,486 |
|
Linda Bradley McKee, PhD, CPA |
3,035,788 |
6,301 |
1,859,486 |
|
Alan I. Nussbaum, MD |
3,032,432 |
9,657 |
1,859,486 |
|
Karen J. Phillips |
3,032,442 |
9,647 |
1,859,486 |
|
Edmund Rhett, Jr., MD |
3,032,951 |
9,138 |
1,859,486 |
|
Malcolm M. Rhodes, MD |
3,036,356 |
5,733 |
1,859,486 |
|
Sheryl G. Sharry |
3,027,597 |
14,492 |
1,859,486 |
|
Steve D. Swanson |
3,034,353 |
7,736 |
1,859,486 |
Proposal 2: To approve the 2020 Stock Incentive Plan:
|
For |
Against |
Abstain |
|
2,886,273 |
124,053 |
31,763 |
Proposal 3: To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2020:
|
For |
Against |
Abstain |
|
4,891,193 |
6,613 |
3,769 |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following Exhibit is filed as part of this report
Exhibit 99.1 Press release dated April 14, 2020
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.
|
|
The Bank of South Carolina Corporation |
|
|
(Registrant) |
|
|
|
|
|
Date: April 14,2020 |
|
|
|
|
|
|
|
|
/s/ Eugene H. Walpole, IV |
|
|
Eugene H. Walpole, IV |
|
|
Chief Financial Officer |
|
|
Executive Vice President |