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): May 16, 2017

SELECT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter) 

North Carolina	000-50400	20-0218264
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 W. Cumberland Street, Dunn, North Carolina	28334
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 892-7080

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:

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 16, 2017, Select Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were two proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the Board of Directors’ nominees were approved and elected to serve on the Company’s Board of Directors. Proposal 2 was approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on March 31, 2017.

The voting results were as follows:

Proposal 1: Proposal to elect four members of the Board of Directors, each for a term of office of three years or until his successor is duly elected and qualified.

Directors Elected	Votes For	Votes Withheld	Broker Non-Votes
Gerald W. Hayes	4,865,992	311,128	3,662,770
William L. Hedgepeth II	4,975,435	201,685	3,662,770
Carlie C. McLamb, Jr.	5,114,357	62,763	3,662,770
Anthony E. Rand	4,751,528	425,592	3,662,770

Proposal 2: Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2017.

For	Against	Abstain	Broker Non-Votes
8,789,372	4,560	45,958	-

A copy of the press release announcing the voting results of the Annual Meeting is included as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated May 16, 2017, regarding the voting results of the Company’s Annual Meeting of Shareholders.

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Registrant’s control).

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.

	SELECT BANCORP, INC.
Date: May 17, 2017	By:	/s/ Mark A. Jeffries
		Mark A. Jeffries
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Press release, dated May 16, 2017, regarding the voting results of the Company’s Annual Meeting of Shareholders.

EX-99.1

Exhibit 99.1

FOR RELEASE: May 16, 2017

Mark A. Jeffries

Executive Vice President

Chief Financial Officer

Office: 910-892-7080 and Direct: 910-897-3603

markj@SelectBank.com

SelectBank.com

SELECT BANCORP RE-ELECTS FOUR MEMBERS TO BOARD OF
DIRECTORS AT ANNUAL SHAREHOLDERS MEETING

DUNN, NC . . . Select Bancorp, Inc. (the “Company” NASDAQ: SLCT), the holding company for Select Bank & Trust, elected four members to the corporate board of directors for terms of three years at its Annual Meeting of Shareholders held today.

“Each one of these members brings a great deal of leadership experience, in both the public and private sector, as well as knowledge of our Company, having served on the board for a number of years, including a bank founder and our president and CEO,” said Chairman of the Board J. Gary Ciccone.

The four directors who were re-elected by the shareholders are:

· Gerald W. Hayes, a director since 2000, who serves as Attorney and President of Hayes, Williams, Turner & Daughtry, P.A.

· Anthony E. Rand, a director since 2003, who serves as President of Rand & Gregory, P.A.; former Associate Vice President of Fayetteville Technical Community College and former Majority Leader for the North Carolina Senate.

· William L. Hedgepeth II, a director since 2007, who serves as President & Chief Executive Officer, Select Bancorp and Select Bank.

· Carlie C. McLamb, Jr., a director since 2010, who serves as President of Carlie C’s IGA, Inc. (Grocery Stores).

President & CEO William L. Hedgepeth II gave a brief presentation to shareholders presenting highlights of 2016 and the focuses for 2017. “We are very proud of our performance in 2016 and our strong start to 2017,” said Hedgepeth. “We achieved 10% loan growth and earned a record $6.8 million in net income in 2016. In the first quarter of 2017, we have reported another solid period of growth and earnings comparing quarter over quarter results. That success has allowed us to be able to attract experienced and knowledgeable personnel to Select Bank & Trust.”

“We have implemented our growth strategy in a progressive and positive approach while maintaining our core values,” Hedgepeth added. “Our valued shareholders have seen appreciation in their investment in us, due to this ‘Forward Thinking / Future Focused’ approach to banking.”

In other business, the accounting firm of Dixon Hughes Goodman LLP was appointed as the Company’s independent registered public accounting firm for 2017.

Select Bank & Trust has branch offices in these North Carolina communities: Dunn, Burlington, Clinton, Elizabeth City, Fayetteville, Goldsboro, Greenville, Leland, Lillington, Lumberton, Morehead City, Raleigh and Washington.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of our goals and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends and market share growth, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. The actual results might differ materially from those projected in the forward-looking statements for various reasons, including, but not limited to, our ability to manage growth, substantial changes in financial markets, regulatory changes, changes in interest rates, loss of deposits and loan demand to other savings and financial institutions, and changes in real estate values and the real estate market. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company’s SEC filings, including its periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from the Company. Except as required by law, the Company assumes no obligation to update the forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

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