8-K

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 26, 2016

Park Sterling Corporation

(Exact name of registrant as specified in its charter)

North Carolina	001-35032	27-4107242
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

1043 E. Morehead Street, Suite 201, Charlotte, NC	28204
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 716-2134

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:

☐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 (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

As described below under Item 5.07 of this Current Report, on May 26, 2016 shareholders of Park Sterling Corporation (the “Registrant”) approved an amendment to the Articles of Incorporation of the Registrant (the “Amendment”) to provide for the election of directors by a majority of the votes cast in uncontested elections. The Amendment became effective upon the filing of the Registrant’s Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of North Carolina on May 26, 2016. A copy of the Articles of Amendment is filed herewith as Exhibit 3.1, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following are the voting results on each matter submitted to the Registrant’s shareholders at the Annual Meeting.

Proposal 1: The Registrant’s shareholders elected the following five directors, to serve for terms expiring at the Registrant’s Annual Meeting of Shareholders in the years indicated below or until such director’s earlier resignation or retirement or until a successor is duly elected and qualifies to serve.

Term Expiring at the 2019 Annual Meeting:

Name	For	Withheld	Broker Non-Votes
Leslie M. Baker, Jr.	40,500,754	249,522	6,725,685
Larry W. Carroll	40,515,416	234,860	6,725,685
Grant S. Grayson	40,514,329	235,947	6,725,685
Ben R. Rudisill, II	40,509,940	240,336	6,725,685

Term Expiring at the 2018 Annual Meeting:

Name	For	Withheld	Broker Non-Votes
Robert G. Whitten	40,514,565	235,711	6,725,685

Proposal 2: The Registrant’s shareholders approved an amendment to the Company’s Articles of Incorporation to provide for majority voting in the election of directors in uncontested elections.

For	Against	Abstentions	Broker Non-Votes
40,612,530	111,071	26,675	6,725,685

Proposal 3: The Registrant’s shareholders ratified the appointment of Dixon Hughes Goodman LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

For	Against	Abstentions	Broker Non-Votes
47,269,014	166,063	40,884	N/A

Proposal 4: The Registrant’s shareholders adopted a nonbinding, advisory resolution approving the compensation of the Registrant’s named executive officers.

For	Against	Abstentions	Broker Non-Votes
38,287,451	1,787,929	674,896	6,725,685

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit Description
3.1	Articles of Amendment to the Articles of Incorporation of Park Sterling Corporation.

SIGNATURE

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.

Date: May 26, 2016

PARK STERLING CORPORATION
By:	/s/ Donald K. Truslow
	Donald K. Truslow
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Articles of Amendment to the Articles of Incorporation of Park Sterling Corporation.

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

OF

PARK STERLING CORPORATION

Park Sterling Corporation, a corporation organized and existing under the laws of the State of North Carolina, in accordance with the provisions of Section 55-10-06 of the General Statutes of North Carolina, hereby submits the following Articles of Amendment for purposes of amending its Articles of Incorporation.

1.             The name of the corporation is Park Sterling Corporation.

2.             The Articles of Incorporation of the corporation are hereby amended to add a new Article 13 which shall read as follows (the “Amendment”):

“Article 13. Election of Directors

Each director to be elected by the shareholders shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (with abstentions and “broker non-votes” not counted as a vote cast either for or against that nominee’s election) by the shares entitled to vote in the election at a meeting at which a quorum is present; provided, however, that if, as of the record date for the meeting, the number of nominees exceeds the number of directors to be elected at the meeting, the directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at such meeting at which a quorum is present.”

3.           The Amendment was adopted by the Board of Directors of the corporation on March 23, 2016.

4.           The Amendment was approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

5.            These Articles of Amendment will be effective upon filing.

Park Sterling Corporation has caused these Articles of Amendment to be signed by the authorized officer below this 26th day of May, 2016.

	PARK STERLING CORPORATION
By:	/s/ James C. Cherry
	James C. Cherry
	President and Chief Executive Officer