0001552781-14-000852.txt : 20141016 0001552781-14-000852.hdr.sgml : 20141016 20141016102210 ACCESSION NUMBER: 0001552781-14-000852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141015 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141016 DATE AS OF CHANGE: 20141016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA FINANCIAL CORP CENTRAL INDEX KEY: 0000870385 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 571039673 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10897 FILM NUMBER: 141159009 BUSINESS ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 BUSINESS PHONE: 843-723-7700 MAIL ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 8-K 1 e00327_caro-8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 15, 2014

 

 

   CAROLINA FINANCIAL CORPORATION   

(Exact Name of Registrant As Specified in Its Charter)

 

     Delaware   

(State or Other Jurisdiction of Incorporation)

 

   000-19029       57-1039637   
(Commission File Number) (I.R.S. Employer Identification No.)

 

 

   288 Meeting Street, Charleston, South Carolina       29401   
(Address of Principal Executive Offices) (Zip Code)

 

 

   (843) 723-7700   

(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 (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 October 15, 2014, the Board of Directors of Carolina Financial Corporation (the “Corporation”) amended the Corporation’s Amended and Restated Bylaws to decrease the mandatory retirement age of directors from 79 to 75.

 

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Item   Exhibit
   
3.1 Second Amendment to the Amended and Restated Bylaws, approved October 15, 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.

 

 

  CAROLINA FINANCIAL CORPORATION  
  Registrant  
       
  By:    /s/ William A. Gehman, III     
  Name: William A. Gehman, III  
  Title: Chief Financial Officer  

 

Dated: October 16, 2014

 

 
 

Exhibit List

 

3.1      Second Amendment to the Amended and Restated Bylaws, approved October 15, 2014.

 

 

 EX-3.1 2 e00327_ex3-1.htm

CAROLINA FINANCIAL CORPORATION

 

SECOND AMENDMENT TO THE


AMENDED AND RESTATED BYLAWS

 

The following Second Amendment to the Amended and Restated Bylaws of Carolina Financial Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), was approved by the Board of Directors of the Corporation at a meeting duly called and held on October 15, 2014.

 

Article II, Section 10 of the Amended and Restated Bylaws of the Corporation is hereby deleted in its entirety and replaced with the following new Section 10:

 

ARTICLE II- BOARD OF DIRECTORS

 

SECTION 10: Directors’ Age Limitation

 

Effective October 15, 2014, no person who has reached 75 years of age may be elected or appointed to a term of office as a Director. Any Director reaching their 75th birthday shall continue in office until his or her successor shall have been elected at the next annual meeting of stockholders at which such Director’s term expires.