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) May 20, 2014 | |
Southern First Bancshares, Inc. | |
(Exact name of registrant as specified in its charter) | |
South Carolina | |
(State or other jurisdiction of incorporation) | |
000-27719 | 58-2459561 |
(Commission File Number) | (IRS Employer Identification No.) |
100 Verdae Boulevard, Suite 100, Greenville, S.C. | 29607 |
(Address of principal executive offices) | (Zip Code) |
(864) 679-9000 | |
(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 (17CFR 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 May 20, 2014, of 4,817,573 shares outstanding and entitled to vote at our annual meeting, 4,388,659 were present in person or by proxy, representing 91.1% of votes received, and the following matters were voted upon and approved by our shareholders at the 2014 Annual Meeting:
1. | the election of four members to our board of directors; |
2. | the non-binding resolution on our executive compensation policies and procedures; |
3. | the amendment to the 2010 Southern First Bancshares, Inc. Stock Incentive Plan to increase by 200,000 the number of shares of common stock issuable under the plan pursuant to stock options; and |
4. | the ratification of the appointment of Elliott Davis, LLC as our independent public accountant. |
The following is a summary of the voting results for each matter presented to the shareholders:
Election of Directors
Director’s Name |
Votes For |
Votes Withheld | Broker Non-Votes | |||
Andrew B. Cajka | 2,876,140 | 188,514 | 1,324,005 | |||
Anne S. Ellefson | 3,023,221 | 41,433 | 1,324,005 | |||
Fred Gilmer, Jr. | 3,017,541 | 47,113 | 1,324,005 | |||
Tecumseh Hooper, Jr. | 3,009,078 | 55,576 | 1,324,005 |
Executive Compensation Policies and Procedures
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
2,665,895 | 248,139 | 150,620 | 1,324,005 |
Amendment to the 2010 Southern First Bancshares, Inc. Stock Incentive Plan
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
2,372,702 | 687,362 | 4,590 | 1,324,005 |
Ratification of the Appointment of Elliott Davis
Votes For | Votes Against | Votes Abstained | ||
4,383,752 | 1,580 | 3,327 |
ITEM 7.01 Regulation FD Disclosure
Southern First Bancshares, Inc. is hereby furnishing a slide presentation posted on the company's website in connection with the Annual Shareholders' meeting on May 20, 2014. The presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 is being furnished, not filed. Accordingly, the information in this Item 7.01 and Exhibit 99.1 of Item 9.01 will not be incorporated by reference into any registration statement filed by Southern First Bancshares under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Southern First Bancshares that (i) the information in this report is material or complete or (ii) investors should consider this information before making an investment decision with respect to any security of Southern First Bancshares or any of its affiliates.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 contains projections and forward-looking statements regarding events or the future financial performance of Southern First Bancshares, Inc. These forward-looking statements involve certain risks and uncertainties, including a variety of factors (including a downturn in the economy, greater than expected non-interest expenses, excessive loan losses and other factors) that may cause Southern First's actual results to differ materially from the anticipated results expressed in these forward-looking statements. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. Investors are cautioned not to place undue reliance on these forward-looking statements and are advised to review the risk factors that may affect Southern First's operating results in documents filed by Southern First Bancshares, Inc. with the Securities and Exchange Commission, including the Annual report on Form 10-K and other required filings. Southern First assumes no duty to update the forward-looking statements made in this presentation.
ITEM 9.01 Financial Statements and Exhibits
(c) |
Exhibits: The following exhibits are filed as part of this report: | |
Exhibit Number |
Description | |
---|---|---|
99.1 |
Slide presentation posted on the company's website in connection with the Annual Shareholders' meeting held on May 20, 2014. |
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.
SOUTHERN FIRST BANCSHARES, INC. |
By: /s/Michael D. Dowling Name Michael D. Dowling Title: Chief Financial Officer | ||
Dated: May 21, 2014
EXHIBIT INDEX
Exhibit Number |
Description | |
---|---|---|
99.1 |
Slide presentation given by certain executive officers of Southern First Bancshares at the Annual Shareholders' meeting held on May 20, 2014. |
Exhibit 99.1
Southern First Bancshares, Inc.
Annual Shareholders Meeting
May 20th, 2014
Forward Looking Statements:
During the course of this presentation, management may make projections and forward-looking statements regarding events or the future financial performance of Southern First Bancshares, Inc. We wish to caution you that these forward-looking statements involve certain risks and uncertainties, including a variety of factors (including a down turn in the economy, greater than expected non-interest expenses, increased competition, fluctuations in interestrates, regulatory actions, excessive loan losses and other factors) that may cause Southern Firsts actual results to differ materially from the anticipated results expressed or implied in these forward-looking statements. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. Investors are cautioned not to place undue reliance on these forward-looking statements and are advised to review the risk factors that may affect Southern Firsts operating results in documents filed by Southern First an c shares, Inc. with the Securities and Exchange Commission, including the annual report on Form10-K and other required filings. Southern First assumes no duty to update the forward-looking statements made in this presentation.
Southern First Bank
Corporate Profile
(*) Q1 2014
(**) FDIC data
Headquartered in Greenville SC 143 total employees
$937 million in total assets (*)
6thlargest bank headquartered in SC
Greenville SC market 4 offices
largest banking market in SC
#5 market share out of 34 banks (**)
Columbia SC market –3 offices
2ndlargest banking market in SC
surpassed $140 million in deposits (*)
Approaching $150 million in loansCharleston SC market
3rdlargest banking market in SC
opened in Q4 2102
2ndoffice in Mt. Pleasant — Q3 2014
2013 Highlights:
The value of your SFST stock improved 57%
Net income increased 58% to $4.4 million
Total deposits increased $104 million –18% increase
Total loans increased $91 million –141% increase
Significant improvement in credit costs
Strategic talent acquisition
SFST Valuation
Increased $21 million in 2013 (up 57%)
SFST –57%
Bank Index –35%
S&P 500 –30%
2013 Highlight — Net Income Growth
Earnings Momentum –58% increase in 2013
Quarterly Earnings — ($ 000s)
$200 $400 $600 $800 $1,000 $1,200 $1,400
Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14
$399 $589 $842 $929 $784 $1,109 $1,228 $1,248 $1,057
2012 2014 2013
2013 Highlight — Deposit / Loan growth
Deposits up 18% / Loans up 14%
$600 $650 $700 $750 $800
Q4 2012 Q4 2013 $646 $737
Loans -$ mil $500 $550 $600 $650 $700
Q4 2012 Q4 2013 $576 $680 Deposits -$ mil
2013 Highlight — improved credit costs
Reduce credit costs
Credit Costs ($ mil)
$2.0 $3.0 $4.0 $5.0 $6.0 $7.0
2009 2010 2011 2012 2103
$4.7 $6.3 $6.2 $5.5 $3.7
Nonperforming assets improved to 1.07% at year end 2013 compared to 1.24% at year end 2012
Annualized charge-offs only .34% in 2013 compared to .71% in 2012
* Credit costs — provision expense plus other real estate expenses
2013 Highlight — Talent Acquisition
Technology / Mortgage / Client Relationships
Executive Leadership
Scott Bailey
Jason Starnes
Mortgage Executives
Terryn Patterson — Charleston
Lisa Gilstrap — Greenville
Julia Howell — Columbia
2013 Highlight — Talent Acquisition
Technology / Mortgage / Client Relationships
Michael Edens — Columbia
Kevin Lee — Charleston
2013 Comparable Performance
Banks in South Carolina FDIC Dec 2013
68% 47% Return on Assets
25% 75% SFST SC Banks
34% 51% Net Charge-offs
20% 40% 60% SFST SC Banks
64% 80% Efficiency Ratio
55% 75% SFST SC Banks
$6.4 $3.9 Assets / Employee ($ mil)
$2 $7 SFST SC Banks
2014 — Performance Focus:
Momentum continues with strong Q1 2014
Q1 Earnings up 35% to $1.1 million
Q1 Deposits grew $42 million — 18% growth
Q1 Loans grew $42 million — 17% growth
Raised $6.2 million in capital
Compared to Q1 2013
sfb logo white-gold-on black.jpg
Southern First — Strategic Vision:
One Chance / One Step
Unique Humble Visionary Winners
Focus on the Client Experience
Earn the privilege every day
Expect excellence / create value
Skate to where the puck will be
Southern First — Strategic Vision:
Executive Focus
Growth: Revenue momentum Core deposits
Innovation: Client experience Acquisition / Service
Monthly Revenue $000s
$2,200 $2,400 $2,600 $2,800 $3,000
Mar June Sep Dec Mar
2014
Southern First — Strategic Vision:
Executive Focus
Capital: Growth / Mix Patience
Shareholder Value: EPS growth Franchise value
0% 2% 4% 6% 8% 10% 12% 14%
Common Equity Tier 1 Leverage Total Risk Based
7.70% 9.23% 12.11%
Capital Ratios – Q1 2014
Southern First Bancshares
Creating Shareholder Value
Earnings Momentum Unique Model Outstanding Markets
Growth Company Risk Management Leadership Depth
Southern First Bancshares, Inc.
Annual Shareholders Meeting
Thank you for your continued support
D!
M\@'Z`@,"#`(4`AT")@(O`C@"00)+`E0"70)G`G$">@*$`HX"F`*B`JP"M@+!
M`LL"U0+@`NL"]0,``PL#%@,A`RT#.`-#`T\#6@-F`W(#?@.*`Y8#H@.N`[H#
MQP/3`^`#[`/Y!`8$$P0@!"T$.P1(!%4$8P1Q!'X$C`2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
M609J!GL&C`:=!J\&P`;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E
M!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0)
MN@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X`+F`NP
M"\@+X0OY#!(,*@Q##%P,=0R.#*<,P`S9#/,-#0TF#4`-6@UT#8X-J0W##=X-
M^`X3#BX.20YD#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[!`)$"800Q!A
M$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3
M(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4K13.%/`5$A4T%585>!6;%;T5X!8#
M%B86219L%H\6LA;6%OH7'1=!%V47B1>N%](7]Q@;&$`891B*&*\8U1CZ&2`9
M11EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H<`APJ'%(<>QRC
M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB`5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$>`J($*@6N!S8(P@I*"
M](-7@[J$'82`A..%1X6KA@Z& O)N]>U>)HEG\/:BK#(^S2/^*`R
M#]17BIZFN#)JCGAW?^>1MBE:?R$I:LV=A>:@_DV4$EQ)_=B4L<>IVBM?_A!/
M%`3>;,*,9R981^>9>*]&=2%-VE**OM=F"BY;(YZBK]YHVHV)(GBR0,L8V651
M]6B+`50/6FFI:H04444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!11
M10`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%
M`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`
M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4
M45V'A[2[/1_#TWC?6($N0'^S:5:3`F.6?Y@9)%X!1=IXSSM/3B@#+T_PCJU[
M!%>7!@TRSF_U5UJ,JV\;X&[Y`^7<'_94BMJ'X6ZS=0)=Z??:=?VY<1R2VL^]
M8^F]F;8`=@.2` D!
M\@'Z`@,"#`(4`AT")@(O`C@"00)+`E0"70)G`G$">@*$`HX"F`*B`JP"M@+!
M`LL"U0+@`NL"]0,``PL#%@,A`RT#.`-#`T\#6@-F`W(#?@.*`Y8#H@.N`[H#
MQP/3`^`#[`/Y!`8$$P0@!"T$.P1(!%4$8P1Q!'X$C`2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
M609J!GL&C`:=!J\&P`;1!N,&]0<'!QD'*P<]!T\'80=T!X8'F0>L![\'T@?E
M!_@("P@?"#((1@A:"&X(@@B6"*H(O@C2".<(^PD0"24).@E/"60)>0F/":0)
MN@G/">4)^PH1"B<*/0I4"FH*@0J8"JX*Q0K<"O,+"PLB"SD+40MI"X`+F`NP
M"\@+X0OY#!(,*@Q##%P,=0R.#*<,P`S9#/,-#0TF#4`-6@UT#8X-J0W##=X-
M^`X3#BX.20YD#G\.FPZV#M(.[@\)#R4/00]>#WH/E@^S#\\/[!`)$"800Q!A
M$'X0FQ"Y$-<0]1$3$3$13Q%M$8P1JA')$>@2!Q(F$D429!*$$J,2PQ+C$P,3
M(Q-#$V,3@Q.D$\43Y10&%"<4211J%(L4K13.%/`5$A4T%585>!6;%;T5X!8#
M%B86219L%H\6LA;6%OH7'1=!%V47B1>N%](7]Q@;&$`891B*&*\8U1CZ&2`9
M11EK&9$9MQG=&@0:*AI1&G<:GAK%&NP;%!L[&V,;BANR&]H<`APJ'%(<>QRC
M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB`5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$>`J($*@6N!S8(P@I*"
M](-7@[J$'82`A..%1X6KA@Z&"PK.LHKV:ZCBTY)7NF.(E@#&0G_9"\UHR>%?%TS&232=0=
MVY+-;S$GZY2@#M/#FLO#\/\`7)-"0PW4,RQQ01,6DBAD$4?GLR[6,G+DN!VX
M`50!Q$6C2P8GUAOL$`Y:-ROVEP1D>7;%A)\PZ.0$_P!KM4L7ACQ?;OYD&EZC
M$X&-R02J<'MD+75>#/!5XADU?7+*7Y/,1;:>%RS$A?WGELN6ZL!P:BI5]C%S
MU=M--QQ7,SJ_`^H:&-#>PT*6-I@-S6ZLV\?=5F(;8S'GE]O)]%VJ)M0O[/2H
M/M.I3+;1'[K/]Y_]Q`-S'G^$'WK@M<\/75]?HGAO0+^T?NK(,
M(.^=P^E17_@WQ3972:C>Q)K#KAGC=W=B!P`ROY;MCT4_I7GU\+2Q$J
M:`*46G:A->G3H;::2\#,AMDC9I0R9WKY8&[*[3GBO1_AY9Z;9:MXB\"W=UYL
ME];K;M-$/+!>))8[J*+S?F+(TS;3MY"ENE8NI_%WQ=J-JUK&;>PWY#2VB,LA
M4@J5#2R2[>N @[UU#>`1:PR23/EU5F`3[N5!/)(R>
MWI7&UZU`PFLP9B=IA'F-U."GS'OS0!QOAGP7_:BB:5ML9SM"_>;&1G/;GV.>
M>G!J+Q7X4&CA71BR,=OS8RIQQSWSSVXJC_PD