0001140361-14-023594.txt : 20140530 0001140361-14-023594.hdr.sgml : 20140530 20140530060044 ACCESSION NUMBER: 0001140361-14-023594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140527 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140530 DATE AS OF CHANGE: 20140530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONY BANKCORP INC CENTRAL INDEX KEY: 0000711669 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 581492391 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12436 FILM NUMBER: 14877677 BUSINESS ADDRESS: STREET 1: 115 SOUTH GRANT STREET STREET 2: . CITY: FITZGERALD STATE: GA ZIP: 31750 BUSINESS PHONE: 229-426-6000 MAIL ADDRESS: STREET 1: 115 SOUTH GRANT STREET STREET 2: . CITY: FITZGERALD STATE: GA ZIP: 31750 8-K 1 form8k.htm COLONY BANKCORP, INC 8-K 5-27-2014
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 27, 2014

COLONY BANKCORP, INC.
(Exact name of registrant as specified in its charter)

Georgia
000-12436
58-1492391
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer I.D. No.)

115 South Grant Street, Fitzgerald, Georgia 31750
(Address of principal executive offices)

(229) 426-6000
Registrant's Telephone Number, including area code

N/A
(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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 30, 2014, the Company forwarded for filing with the Secretary of State of Georgia Articles of Amendment to the Company’s Articles of Incorporation, which added to the Articles of Incorporation language prescribed by O.C.G.A. § 14-2-202(b)(5), granting the Board of Directors and individual board members the discretion to consider, in discharging their duties and in determining what is believed to be in Colony’s best interests, the interests of Colony’s employees, customers, suppliers, and creditors and those of its subsidiaries, the interests of the communities in which Colony and its subsidiaries are located, and all other factors considered pertinent by the Board and individual directors.
 
The amendment was approved by the shareholders of the Company by a majority vote at the Company’s regularly scheduled annual meeting held on May 27, 2014, in accordance with O.C.G.A. § 14-2-1003. A copy of the Articles of Amendment of the Articles of Incorporation of the Company is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item No. 5.03.
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
The annual meeting of the shareholders of the Company was held on May 27, 2014.  At the Annual Meeting of the Shareholders, proxies were solicited under Regulation 14 of the Securities Exchange Act of 1934.  Total shares eligible to vote amounted to 8,439,258.  A total of 4,976,200.73 shares (58.96%) were represented by shareholders, in attendance or by proxy.  The following directors were elected to serve one year until the next annual meeting.

 
  
For
    
Against
  
 
  
   
 
Scott L. Downing
    
4,814,477.63
      
161,723.10
  
M. Frederick Dwozan, Jr.
    
4,882,648.83
      
93,551.90
  
Edward J. Harrell
    
4,640,418.83
      
335,781.90
  
Terry L. Hester
    
4,860,291.83
      
115,908.90
  
Davis W. King, Sr.
    
4,880,076.83
      
96,123.90
  
Ed Loomis
    
4,881,648.83
      
94,551.90
  
Mark H. Massee
    
4,881,076.83
      
95,123.90
  
Jonathan W. R. Ross
    
4,881,076.83
      
95,123.90
  
B. Gene Waldron
    
4,859,719.83
      
116,480.90
  
 
The shareholders approved the Advisory (non-binding) Resolution on Executive Compensation with a final vote count as follows:

For
Against
Abstain
4,738,205.24
180,717.83
57,277.66

The shareholders approved the amendment to the Company’s articles of incorporation as follows:

For
Against
Abstain
4,519,890.16
424,832.78
31,477.79

Exhibit 9.01
Financial Statements and Exhibits.
 
(d)            Exhibits

The following exhibit is being filed as part of this Report on Form 8-K:

Amendment to the Company’s Articles of Incorporation adopted May 27, 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.

 
COLONY BANKCORP, INC.
 
 
 
Date:   May 28, 2014
By:
/s/ Terry L. Hester
 
 
Terry L. Hester
 
 
Executive Vice-President and
 
 
Chief Financial Officer
 
 
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

“Amendment to the Company’s Articles of Incorporation adopted May 27, 2014.”
 
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
COLONY BANKCORP, INC.

In accordance with the provisions of O.C.G.A. § 14-2-1006, regarding the amending of a corporation’s Articles of Incorporation, Colony Bankcorp, Inc. (Company) files these Articles of Amendment to its Articles of Incorporation, such filing being submitted in duplicate with a fee of $20.00, hereby constituting an application to the Secretary of State of Georgia for an amendment to its Articles of Incorporation, as amended.

 
1.
The name of the Company is Colony Bankcorp, Inc.

2.            The Board of Directors of the Company on February 18, 2014, unanimously adopted a resolution adding a new paragraph 11 to the Articles of Incorporation, which reads as follows:

“11.

In discharging their duties, and in determining what is believed to be in the best interests of Colony Bankcorp, Inc., the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on Colony Bankcorp, Inc. or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of Colony Bankcorp, Inc. and its subsidiaries, the communities in which offices or other establishments of Colony Bankcorp, Inc. and its subsidiaries are located, and all other factors that such directors consider pertinent. This paragraph grants solely discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.”

3.            This Amendment was approved by the shareholders of the Company by a majority vote of the shares entitled to vote at the Annual Meeting of the shareholders of the Company on May 27, 2014, and in accordance with O.C.G.A. § 14-2-1003.

4.            This Amendment to the Articles of Incorporation of Colony Bankcorp, Inc. shall be effective immediately upon its filing with the office of the Secretary of State for the State of Georgia.

[Signature Appears on Following Page.]
IN WITNESS WHEREOF, Colony Bankcorp, Inc. has caused these Articles of Amendment to be executed by its duly authorized officer and its corporate seal to be affixed hereto, and has caused these Articles of Amendment to be filed with the Secretary of State of Georgia, as provided in O.C.G.A. § 14-2-1006.

 
COLONY BANKCORP, INC.
 
 
 
 
 
 
By:
 
 
 
 
Terry L. Hester
 
 
 
 
 
 
Title:
Secretary
 
 
 
 
 
 
 
[CORPORATE SEAL]