SOUTH STATE CORPORATION (NASDAQ:SSB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 5.07 is incorporated herein by reference.
On October25, 2017, South State Corporation, a South Carolina corporation (“South State,” or the “Company”), held a special meeting of shareholders in Columbia, South Carolina (the “special meeting”). At the special meeting, the shareholders of the Company approved, among other things, an amendment to South State’s Amended and Restated Articles of Incorporation (the “Articles”) to increase South State’s authorized shares of common stock from 40million shares to 80million shares (the “Amendment”). The Amendment had been previously approved by the South State board of directors on July 20, 2017, subject to shareholder approval.
The Articles of Amendment effecting the Amendment was filed with the Secretary of State of the State of South Carolina on October26, 2017, and became effective immediately.
The foregoing description is qualified in its entirety by reference to the full text of the Articles of Amendment, which is attached hereto as Exhibit3.1, and the terms of which are incorporated herein by reference.
Item 5.07. Submission of Matter to a Vote of Security Holders.
At the special meeting, shareholders of the Company voted on the following matters: (1)approval of the Agreement and Plan of Merger, dated as of April26, 2017, between Park Sterling Corporation (“Park Sterling”) and the Company, to which Park Sterling will merge with and into the Company (the “South State merger proposal”); (2)approval of an amendment to the Articles to increase South State’s authorized shares of common stock from 40million shares to 80million shares (the “South State amendment proposal”); and (3)adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the South State merger proposal (the “South State adjournment proposal”).
As of September8, 2017, the record date for the special meeting, there were 29,267,369 shares of South State common stock outstanding and entitled to vote at the special meeting. At the special meeting, there were present in person or by proxy 25,885,056 shares of South State common stock, par value $2.50 per share, representing 88.44% of the total outstanding eligible votes. Of the shares voted, 98.56% were voted in favor of the South State merger proposal. Each of the three proposals was approved by the requisite vote of the Company’s shareholders.
The voting results for the proposals are below:
1. With respect to the South State merger proposal, the votes were as follows:
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
Voting For |
22,090,266 |
75.48 |
% |
98.56 |
% |
|
Voting Against |
146,765 |
0.50 |
% |
0.65 |
% |
|
Abstain From Voting |
176,290 |
0.60 |
% |
0.79 |
% |
|
Broker Non-Vote |
3,471,735 |
11.86 |
% |
||
|
Total |
25,885,056 |
88.44 |
% |
100.00 |
% |