8-K

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)     May 16, 2023          

         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.)
6 Verdae Boulevard, 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 16, 2023, of the 8,053,125 shares of common stock outstanding and entitled to vote at the 2023 Annual Shareholders’ Meeting, 7,213,555 shares (89.57%) were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the 2023 Annual Shareholders’ Meeting:

1. the election of five members to our board of directors;

2. the amendment to the Articles of Incorporation to phase out the classified board of directors structure;

3. the non-binding resolution on our executive compensation policies and procedures; 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

Director’s Name	Votes For	Votes Withheld	Broker Non- Votes
Andrew B. Cajka	5,641,612	864,831	707,112
Anne S. Ellefson	5,621,198	885,245	707,112
Tecumseh Hooper, Jr.	5,865,291	641,152	707,112
Ray A. Lattimore	5,414,770	1,091,673	707,112
William A. Maner, IV	6,023,240	483,203	707,112

The following individuals continue to serve as directors until our Annual Meeting in the year indicated:

Directors Whose Terms Will Expire in 2024

Mark A. Cothran

Rudolph G. Johnstone, III, M.D.

Anna T. Locke

R. Arthur Seaver, Jr.

Directors Whose Terms Will Expire in 2025

Leighton M. Cubbage

David G. Ellison

Terry Grayson-Caprio

James B. Orders, III

Directors Whose Terms Will Expire in 2026

Andrew B. Cajka

Anne S. Ellefson

Tecumseh Hooper, Jr.

Ray A. Lattimore

William A. Maner, IV

2. Approval of Amendment to the Articles of Incorporation

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
6,495,350	4,371	6,722	707,112

3. Approval of Compensation of Named Executive Officers

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
4,312,380	2,091,829	102,234	707,112

4. Ratification of the Appointment of Elliott Davis, LLC

Votes For	Votes Against	Votes Abstained
7,193,840	15,034	4,681

ITEM 7.01. Regulation FD Disclosure.

On May 16, 2023, the Company made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.

The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Presentation for Southern First Bancshares, Inc. Annual Shareholders’ Meeting
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ D. Andrew Borrmann
Name:	D. Andrew Borrmann
Title:	Chief Financial Officer

May 16, 2023

EX-99.1

Exhibit 99.1 

XML

Cover	May 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2023
Entity File Number	000-27719
Entity Registrant Name	Southern First Bancshares, Inc.
Entity Central Index Key	0001090009
Entity Tax Identification Number	58-2459561
Entity Incorporation, State or Country Code	SC
Entity Address, Address Line One	6 Verdae Boulevard
Entity Address, City or Town	Greenville
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29607
City Area Code	864
Local Phone Number	679-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SFST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false