UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of the Company was held on April 26, 2023. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. A total of 75,847,025 shares of the Company’s common stock were entitled to vote as of February 28, 2023, the record date for the Annual Meeting. 66,814,345 shares were present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1:Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2024 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
Nominees for Director | Votes For | Votes Against | Votes Withheld/Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
Ronald M. Cofield, Sr. | 58,804,203 | — | 451,364 | 7,558,778 | ||||
Shantella E. Cooper | 57,551,096 | — | 1,704,471 | 7,558,778 | ||||
John C. Corbett | 58,744,630 | — | 510,937 | 7,558,778 | ||||
Jean E. Davis | 57,535,344 | — | 1,720,223 | 7,558,778 | ||||
Martin B. Davis | 58,779,214 | — | 476,353 | 7,558,778 | ||||
Douglas J. Hertz | 58,551,270 | — | 704,297 | 7,558,778 | ||||
G. Ruffner Page, Jr. | 58,789,142 | — | 466,425 | 7,558,778 | ||||
William Knox Pou, Jr. | 53,489,518 | — | 5,766,049 | 7,558,778 | ||||
James W. Roquemore | 58,785,853 | — | 469,714 | 7,558,778 | ||||
David G. Salyers | 58,723,685 | 263 | 531,619 | 7,558,778 | ||||
Joshua A. Snively | 58,702,808 | — | 552,759 | 7,558,778 |
Proposal 2: Compensation of Named Executive Officers. The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement. The results of the vote were as follows:
Voting For | 58,348,772 |
Voting Against | 780,601 |
Abstain from Voting | 126,194 |
Non-Votes | 7,558,778 |
66,814,345 |
Proposal 3: Compensation of Named Executive Officers. The shareholders voted to approve, on a non-binding advisory basis, holding a non-binding, advisory vote every year on executive compensation, as disclosed in the proxy statement. The results of the vote were as follows:
Voting For | One Year | 56,610,971 |
Two Years | 102,134 | |
Three Years | 2,399,024 | |
Abstain from Voting | 143,438 | |
Non-Votes | — | |
59,255,567 |
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Proposal 4: Appointment of Independent Registered Public Accounting Firm. The shareholders voted to ratify, as an advisory, non-binding vote, the appointment of Ernst & Young LLP, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows:
Voting For | 66,348,959 |
Voting Against | 447,089 |
Abstain from Voting | 18,297 |
Non-Votes | — |
66,814,345 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001-12669).
Exhibit No. | Description of Exhibit | Incorporated by Reference | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Form | Commission File No. | Exhibit | Filing Date | Filed Herewith | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | x | ||||||||||
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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.
SOUTHSTATE CORPORATION | ||
(Registrant) | ||
By: | /s/ William E. Matthews, V | |
Dated: April 26, 2023
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