SOUTH STATE CORPORATION (NASDAQ:SSB) 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 Certain Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
EffectiveJuly19, 2018, the board of directors (the “Board”) of South State Corporation (the “Company”) appointed Renee R Brooks to serve as the Company’s Chief Operating Officer. Ms.Brooks previously served as the Company’s Chief Administrative Officer. The information called for by Item401(b), (d)and (e)and Item404(a)of Regulation S-K with respect to Ms.Brooks, and information with respect to Ms.Brooks’ employment and compensatory agreements, is set forth in the Company’s proxy statement filed on March7, 2018 and in its Annual Report on Form10-K filed on February23, 2018, which information is incorporated herein by reference. In connection with Ms.Brooks’ appointment as Chief Operating Officer, John C.Pollok will continue to serve as the Company’s Chief Financial Officer.
Leadership Succession Planning and Retirements
Effective as of July19, 2019, Greg A. Lapointe was named as the President of South State Bank, the Company’s wholly-owned subsidiary (the “Bank”). John F. Windley, who previously served as both the President and Chief Executive Officer of the Bank, will continue to serve as the Chief Executive Officer of the Bank until March1, 2019. Thereafter, Mr.Windley will continue to serve as an employee of the Bank in a business development role to a part-time employment agreement (the “Windley Agreement”). The Windley Agreement is effective March1, 2019, has a term of oneyear, provides a base annual salary of $200,000, and contains customary non-competition obligations. The foregoing is only a summary of certain terms of the Windley Agreement which is qualified in its entirety by Exhibit10.1 incorporated by reference herein.
On January1, 2019, Jonathan S. Kivett will succeed Joseph E. Burns as the Chief Credit Officer of the Company. Mr.Burns will continue to serve as Chief Credit Officer of the Company until December31, 2018. Thereafter, Mr.Burns will continue serving as an employee of the Company and assist the credit administration function during a transitional period ending September1, 2019. Mr.Burns has entered into a oneyearconsulting agreement with the Bank that is effective beginning September1, 2019 (the “Burns Agreement”). The Burns Agreement provides for annualized compensation to Mr.Burns of $150,000 and contains customary non-competition obligations. The foregoing is only a summary of certain terms of the Burns Agreement which is qualified in its entirety by Exhibit10.2 incorporated by reference herein.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this communication, which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “will”, “anticipates,” “plan,” “potential,” “possible” and other similar expressions. The Company cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and uncertainties, include, among others, health, future board determinations, career decisions by individuals, and other risks and uncertainties disclosed in the Company’s most recent Annual Report on Form10-K filed with the U.S. Securities and Exchange Commission (“SEC) or disclosed in documents filed or furnished by the Company with or to the SEC after the filing of such Annual Report on Form10-K, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.