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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 18, 2022
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Southern States Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| | | | | | | | |
Alabama | 001-40727 | 26-2518085 |
(State or Other Jurisdiction of Incorporation) | (Commission
File Number) | (IRS Employer Identification No.) |
| 615 Quintard Ave. | | |
Anniston, AL | | 36201 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (256) 241-1092
Securities registered pursuant to Section 12(b) of the Act:
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| | | | | | | | |
| Title of each class | Trading Symbols(s) | Name of exchange on which registered |
| Common Stock, $5.00 par value | SSBK | The NASDAQ Stock Market LLC |
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))
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.
The Annual Meeting ("Annual Meeting") of Southern States Bancshares, Inc. (the "Company") was held virtually on May 18, 2022. At the close of business on March 23, 2022, the record date for the Annual Meeting, the Company had 8,749,878 shares of common stock outstanding and entitled to vote. Of that number, 6,824,493 shares were represented virtually or by proxy at the Annual Meeting. The Company's shareholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.
Proposal 1: Election of Directors.
The shareholders of the Company elected the individuals listed below to serve as directors of the Company until the Company's 2023 annual meeting of shareholders by the votes set forth in the table below:
| | | | | | | | | | | |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Lewis C. Beavers | 6,337,341 | 135,479 | 351,673 |
| Mark A. Chambers | 6,398,252 | 74,568 | 351,673 |
| Robert F. Davie | 6,412,164 | 60,656 | 351,673 |
| Alfred Hayes, Jr. | 6,306,057 | 166,763 | 351,673 |
| Brent David Hitson | 6,315,623 | 157,917 | 351,673 |
| Brian Stacy Holmes | 6,409,644 | 63,176 | 351,673 |
| Cynthia S. McCarty | 6,410,570 | 62,250 | 351,673 |
| Jay Florey Pumroy | 6,402,617 | 70,203 | 351,673 |
| J. Henry Smith, IV | 6,399,822 | 72,998 | 351,673 |
| Henry A. Turner | 6,317,479 | 155,341 | 351,673 |
| Stephen W. Whatley | 6,407,214 | 65,606 | 351,673 |
Proposal 2: Ratification of External Auditor.
The shareholders of the Company ratified the appointment of Mauldin & Jenkins, LLC as the Company's independent registered public accounting firm for the year ending December 31, 2022, by the votes set forth in the table below:
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 6,815,783 | — | 8,710 |
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.
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Dated: May 23, 2022 | SOUTHERN STATES BANCSHARES, INC. |
| | |
| By: | /s/ Lynn Joyce |
| Name: | Lynn Joyce |
| Title: | Senior Executive Vice President and Chief Financial Officer |
