SmartFinancial, Inc. (NASDAQ:SMBK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On May 1, 2018, to the terms of that certain Agreement and Plan of Merger dated December 12, 2017 (the “Merger Agreement”), by and among SmartFinancial, Inc. (the “Company”), Tennessee Bancshares, and Southern Community Bank, a Tennessee-chartered commercial bank and wholly owned subsidiary of Tennessee Bancshares, Tennessee Bancshares merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Immediately following the Merger, Southern Community Bank merged with and into SmartBank, a Tennessee-chartered commercial bank and wholly owned subsidiary of the Company, with SmartBank continuing as the surviving banking corporation.
The Merger Agreement provided that prior to the effective time of the Merger (the “Effective Time”), the Company and SmartBank and their respective boards of directors shall take all action required to elect to the board of directors of the Company (the “Board”) and the board of directors of SmartBank, effective as of or immediately following the Effective Time, Clifton N. Miller.
The Board, to the terms of the Merger Agreement, increased its size to 12 members; and it appointed Mr. Miller as a director of the Company, effective as of May24, 2018. Mr. Miller will serve until the Company’s 2019 annual meeting of shareholders.
The Board has yet to decide the committee(s) of the Board Mr. Miller may serve on. Compensatory arrangements forMr. Miller will be consistent with the previously disclosed standard arrangements for non-employee directors as described in the Company’s proxy statement for its 2018 annual meeting of shareholders filed on April 2, 2018, which disclosure is incorporated herein by reference. There are no relationships between Mr.Miller and the Company or any of its subsidiaries that would require disclosure to Item 404(a) of RegulationS-K.
Item 5.07Submission of Matters to a Vote of Security Holders.
|
(a) |
Annual Meeting. On May 24, 2018, the Company held its annual meeting of shareholders. As of the record date, there were approximately 11,233,806 shares entitled to vote, of which 9,064,170 shares, or 80.68%, were voted in person or by proxy at the Annual Meeting. Results of the proposals voted upon are set forth below. |
|
(b) |
Election of Directors. Shareholders elected the following nominees as directors to serve as directors until the 2019 annual meeting of shareholders. The results of the elections are indicated below. |
|
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Victor L. Barrett |
6.504,012 |
22,389 |
2,537,769 |
|
Monique P. Berke |
6,515,139 |
11,262 |
2,537,769 |
|
William (“Billy”) Y. Carroll, Jr. |
6,518,341 |
8,060 |
2,537,769 |
|
William (“Bill”) Y. Carroll, Sr. |
6,518,341 |
8,060 |
2,537,769 |
|
Ted C. Miller |
6,516,559 |
9,842 |
2,537,769 |
|
David A. Ogle |
6,431,391 |
95,010 |
2,537,769 |
|
Steven B. Tucker |
6,517,360 |
9,041 |
2,537,769 |
|
Wesley M. (“Miller”) Welborn |
6,518,341 |
8,060 |
2,537,769 |
|
Keith E. Whaley, O.D. |
6,518,341 |
8,060 |
2,537,769 |
|
J. Beau Wicks |
6,475,497 |
50,904 |
2,537,769 |
|
Geoffrey A. Wolpert |
6,504,012 |
22,389 |
2,537,769 |
|
(c) |
Ratification of Independent Registered Public Accounting Firm. Shareholders approved the non-binding proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, by the following vote: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
9,061,705 |
1,198 |
1,267 |
– |
About SmartFinancial, Inc. (NASDAQ:SMBK)
SmartFinancial, Inc., formerly Cornerstone Bancshares, Inc., is a bank holding company. The Company operates through its SmartBank subsidiary (The Bank). The principal business of the Bank consists of attracting deposits from the public and investing those funds, together with funds generated from operations and from principal and interest payments on loans. It offers commercial real estate-mortgage, consumer real estate-mortgage, construction and land development, commercial and industrial, and consumer and other loans. The Bank’s investment portfolio consists of Federal agency bonds, mortgage-backed securities, and state and municipal securities. The Bank provides a range of deposit services to businesses and individuals, including non-interest bearing checking accounts, interest bearing checking accounts, savings accounts, money market accounts, individual retirement accounts (IRAs) and certificates of deposit (CDs). SmartBank operates in approximately seven banking offices.
