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 12, 2020
| 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, SC | 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):
| ☐ | 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 (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | SFST | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 12, 2020, of the 7,717,482 shares of common stock outstanding and entitled to vote at the 2020 Annual Shareholders’ Meeting, 6,833,871 shares were present in person or by proxy, representing 88.55% of votes received, and the following matters were voted upon and approved by our shareholders at the 2020 Annual Shareholders’ Meeting:
| 1. |
the election of three members to our board of directors; |
| 2. |
the non-binding resolution on our executive compensation policies and procedures; |
| 3. |
the approval of the Southern First Bancshares, Inc. 2020 Equity Incentive Plan; 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:
1.Election of Directors
| Votes | Votes | Broker Non- | ||||
| Director’s Name | For | Withheld | Votes | |||
| Andrew B. Cajka | 5,506,476 | 276,171 | 1,051,224 | |||
| Anne S. Ellefson | 5,475,387 | 307,260 | 1,051,224 | |||
| Tecumseh Hooper, Jr. | 5,516,007 | 266,640 | 1,051,224 |
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
Directors Whose Terms Will Expire in 2021
Mark A. Cothran
Rudolph G. Johnstone, III, M.D.
R. Arthur Seaver, Jr.
Anna T. Locke
Directors Whose Terms Will Expire in 2022
Leighton M. Cubbage
David G. Ellison
James B. Orders, III
Directors Whose Terms Will Expire in 2023
Andrew B. Cajka
Anne S. Ellefson
Tecumseh Hooper, Jr.
2.Executive Compensation Policies and Procedures
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,476,501 | 133,475 | 152,500 | 1,051,224 |
3.Approval of Southern First Bancshares, Inc. 2020 Equity Incentive Plan
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 3,809,551 | 1,952,607 | 318 | 1,051,224 |
4.Ratification of the Appointment of Elliott Davis, LLC
| Votes For | Votes Against | Votes Abstained | ||
| 6,802,692 | 10,280 | 728 |
ITEM 7.01 Regulation FD Disclosure
Southern First Bancshares, Inc. (the “Company”) is hereby furnishing a slide presentation that will be used, and made available on the Company's website, in connection with the 2020 Annual Shareholders' Meeting on May 12, 2020. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K. Information on the Company’s website is not incorporated into 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 the Company 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 the Company 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 the Company 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 the Company. Forward looking statements can be identified by words such as “intends,” “anticipated,” “expected,” “believes,” “may,” “likely,” “will” or other words or phrases that indicate future periods. 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 the Company’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 the Company’s operating results in documents filed by the Company with the Securities and Exchange Commission, including the Annual report on Form 10-K, Quarterly Reports on Form 10-Q, and other required filings. The Company assumes no duty to update the forward-looking statements made in the presentation.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits: The following exhibits are filed as part of this report:
| Exhibit | ||
| Number | Description | |
| 99.1 | Slide presentation used in connection with the 2020 Annual Shareholders' meeting held on May 12, 2020. | |
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 12, 2020
