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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April25, 2019, at the South State Corporation (the Company) annual meeting of shareholders (the Annual Meeting), the shareholders approved the South State Corporation 2019 Omnibus Incentive Plan (the Plan), which was previously adopted by our Board of Directors subject to shareholder approval. A description of the terms and conditions of the Plan is included in the Companys definitive proxy statement for the Annual Meeting, filed with the SEC on March6, 2019, which description is incorporated herein by reference.
Item 8.01 Other Events
We are filing forms of our restricted stock unit agreements that we anticipate to be used with respect to equity grants under the Plan, including, without limitation, grants to our executive officers, subject to the discretion of the Compensation Committee of our Board of Directors, which discretion includes, among other things, the authority of the Compensation Committee to modify any such forms of agreement or use other forms of agreement.
The form of performance-based restricted stock unit agreement provides for, among other things, performance-based vesting, with acceleration of vesting provisions applicable to a change in control or death of the participant and pro-rata vesting in the event of retirement or disability prior to the end of the performance period. Performance metrics used with respect to performance-based restricted stock units are anticipated to be materially consistent with previously disclosed performance metrics, and may include any of the potential performance metrics disclosed in the Plan. The performance-based restricted stock unit agreement includes provisions related to employee and customer non-solicitation provisions. Each form of time-based restricted stock unit agreement provides for, among other things, four-year cliff vesting and acceleration of vesting provisions applicable to a change in control or death of the participant; however, one form of time-based restricted stock unit agreement includes provisions related to employee and customer non-solicitation, while the other form of time-based restricted stock unit does not include such provisions.
The forms of restricted stock unit agreements are attached as Exhibits10.1, 10.2 and 10.3 to this Current Report on Form8K and are incorporated by reference herein. The foregoing summary description of such forms of agreement is qualified in its entirety by the text of such forms of agreement, and such forms of agreement are subject to the authority of the Compensation Committee to, among other things, modify and vary award agreements under the Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
