CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Files An 8-K Completion of Acquisition or Disposition of Assets

CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01

Completion of Acquisition or Disposition of Assets

CenterState Banks, Inc. (the Company) announced today that
effective May 1, 2017, Gateway Financial Holdings of Florida,
Inc. (GFHF), a Florida corporation, merged with and into the
Company, with the Company as the surviving entity (Merger), to an
Agreement and Plan of Merger dated as of November 30, 2016
between the Company and GFHF (the Merger Agreement). to the
Merger Agreement, GFHFs shareholders are entitled to receive for
each share of GFHF common stock outstanding, at the shareholders
election, either (a) $18.00 in cash (Cash Consideration) or (b)
0.95 shares of Company common stock (Stock Consideration);
subject to proration and adjustment procedures to ensure that 30%
of the shares of Gateway common stock outstanding receive the
Cash Consideration. Each outstanding share of the Companys common
stock remained outstanding and was unaffected by the Merger.
Immediately following the Merger, Gateways subsidiary banks,
Gateway Bank of Florida, Gateway Bank of Central Florida and
Gateway Bank of Southwest Florida, merged with and into
CenterState Bank of Florida, N.A., a national banking association
and wholly owned subsidiary of the Company (CenterState Bank),
with CenterState Bank surviving the merger.

The Companys acquisition of GFHF does not constitute a business
acquisition at the significance level that would require the
filing of financial statements as contemplated by Rule 3.05 of
Regulation S-X.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is incorporated by
reference as Exhibit 2.1 to the Companys 8-K filed on November
30, 2016.

The Annual Meeting of Shareholders of the Company was held on
April 27, 2017.Proxies for the meeting were solicited to
Regulation 14A of the Securities Exchange Act of 1934, and there
was no solicitation in opposition to managements solicitations.A
total of 51,064,897 shares of the Companys common stock were
entitled to vote as of February 28 2017, the record date for the
Annual Meeting. There were 43,735,060 shares present in person or
by proxy at the Annual Meeting, at which the shareholders were
asked to vote on four proposals. Set forth below are the matters
acted upon by the shareholders at the Annual Meeting, and the
final voting results of each such proposal.

Proposal No. 1 Election of Directors.The following directors were
elected to serve until the annual meeting of shareholders in
2017.Each nominee was an incumbent director, no other person was
nominated, and each nominee was elected.The number of votes cast
was approximately as follows:

Proposal No. 2 Advisory Vote on the Companys Executive
Compensation.The shareholders voted to approve the non-binding
advisory proposal on the compensation of the Companys named
executive officers, as disclosed in the proxy statement.The
results of the vote were as follows:

Proposal No. 3 Frequency of Advisory Vote to Approve Executive
Compensation.The shareholders approved the recommendation of the
Board that future advisory votes on executive compensation be
held annually. The results of the vote were as follows:

Proposal No. 4 Ratification of Appointment of Independent
Auditors.The shareholders ratified the appointment of Crowe
Horwath, LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017.The results
of the vote were as follows:

The Board of Directors of the Company declared a quarterly cash
dividend on its common stock of $0.06 per share. The dividend,
which is unchanged from the prior quarter, is payable on June 30,
2017 to shareholders of record as of June 15, 2017.

About CENTERSTATE BANKS, INC. (NASDAQ:CSFL)
CenterState Banks, Inc. (CSFL) is a bank holding company, which owns CenterState Bank of Florida, N.A. (CSB or the Bank) and a non-bank subsidiary, R4ALL, Inc. (R4ALL). The Company’s basic services include demand interest-bearing and noninterest-bearing accounts, money market deposit accounts, time deposits, safe deposit services, cash management, direct deposits, notary services, money orders, night depository, travelers’ checks, cashier’s checks, domestic collections, savings bonds, bank drafts, automated teller services, drive-in tellers, and banking by mail and by Internet. In addition, the Company offers residential and commercial real estate loans, secured and unsecured commercial loans and consumer loans. The Company also provides automated teller machine (ATM) cards and offers Internet banking services to its customers. The Company also has a wealth management division that offers other financial products to its customers, including mutual funds, annuities and other products. CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Recent Trading Information
CENTERSTATE BANKS, INC. (NASDAQ:CSFL) closed its last trading session 00.00 at 25.23 with 331,130 shares trading hands.