CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
The 2018 Annual Meeting of Stockholders of Carolina Financial Corporation (the “Company”) was held on May 2, 2018 at 5:00 p.m., at the Country Club of Charleston, 1 Country Club Drive, Charleston, South Carolina (the “Annual Meeting”). Of the 21,052,202 shares outstanding, at the Annual Meeting there were present, in person or by proxy, 18,559,069 shares of the Company’s common stock, representing approximately 88.16% of the total outstanding eligible votes. The stockholders of the Company voted: (1) to elect five Class I members to the Board of Directors; (2) to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 25,000,000 shares to 50,000,000 shares; and (3) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018.
The results of the Annual Meeting are as follows:
| 1. | To elect five Class I directors: |
| Nominee | Class | For | Withheld | Broker Non-Votes |
| Beverly B. Ladley | Class I | 13,194,425 | 300,632 | 5,060,184 |
| Robert M. Moise | Class I | 12,763,308 | 735,577 | 5,060,184 |
| David L. Morrow | Class I | 12,615,370 | 883,515 | 5,060,184 |
| Jerold L. Rexroad | Class I | 13,132,849 | 362,208 | 5,060,184 |
| Claudius E. Watts, IV | Class I | 13,081,961 | 416,924 | 5,060,184 |
The other directors that continued in office after the meeting are as follows:
| Class II | Class III |
| W. Scott Brandon | Robert G. Clawson, Jr. |
| Lindsey A. Crisp | Gary M. Griffin |
| Jeffrey L. Deal | Frederick N. Holscher |
| Michael P. Leddy | Daniel H. Isaac, Jr. |
| Thompson E. Penney |
| 2. | To approve of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 25,000,000 shares to 50,000,000 shares: |
| For | Against | Abstain |
| 17,364,016 | 1,042,587 | 147,099 |
| 3. | To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018: |
| For | Against | Abstain |
| 18,313,939 | 173,793 | 70,457 |
About CAROLINA FINANCIAL CORPORATION (NASDAQ:CARO)
Carolina Financial Corporation is a bank holding company. The Company operates through CresCom Bank, a South Carolina state-chartered bank (the Bank). The Company operates through three segments: community banking, wholesale mortgage banking (mortgage banking) and other. The Company’s community banking segment provides traditional banking services offered through CresCom Bank. The mortgage banking segment provides wholesale mortgage loan origination and servicing offered through Crescent Mortgage Company. The other segment provides managerial and operational support to the other business segments through Carolina Services and Carolina Financial. CresCom Bank provides a range of commercial and retail banking financial services to meet the financial needs of its customers through its branch network in South Carolina and North Carolina. It provides commercial and residential real estate mortgage loans, real estate construction loans, commercial and industrial loans, and consumer loans.
