SOUTH STATE CORPORATION (NASDAQ:SSB) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders
On April20, 2017, South State Corporation (the Company) held its
Annual Meeting of Shareholders (the Annual Meeting) in Columbia,
South Carolina. At the Annual Meeting, there were present in
person or by proxy 24,683,588 shares of the Companys common
stock, representing 84.44% of the total outstanding eligible
votes. At the Annual Meeting, the Companys shareholders were
asked to vote on the following proposals:
(1)To elect five members of the Board of Directors;
(2)To conduct a non-binding, advisory vote on the compensation of
the Companys named executive officers;
(3)To conduct a non-binding, advisory vote on the frequency of
future advisory votes on compensation of the Companys named
executive officers;
(4)To consider approval of the 2012 Omnibus Stock and Performance
Plan, as amended and restated, to reapprove the performance goals
under the Plan and include a limit on non-employee director
equity compensation payable under the plan; and
(5)To ratify, as an advisory, non-binding vote, the appointment
of Dixon Hughes Goodman LLP as the Companys independent
registered public accountants for the fiscalyear ending
December31, 2017.
The voting results for four non-routine proposals and one routine
proposal (the fifth proposal below) follows:
(1)Approval of a proposal to elect the following individuals as
directors of the Company for three-year terms, or in the case of
Grey B. Murray, a two-year term:
|
Nominees for Director |
VotesFor |
VotesWithheld |
NonVote |
Uncast |
|
Robert R. Hill, Jr. |
19,755,633 |
106,096 |
4,821,860 |
|
|
Paula Harper Bethea |
19,683,255 |
178,473 |
4,821,860 |
|
|
Martin B. Davis |
19,654,322 |
207,407 |
4,821,860 |
|
|
Thomas J. Johnson |
19,697,261 |
164,468 |
4,821,860 |
|
|
Grey B. Murray |
19,634,968 |
226,761 |
4,821,860 |
Each elected director received at least 98.8% of the voted shares
in favor of their election.
The following individuals continue to serve as directors until
our Annual Meeting in theyear indicated:
|
Directors Whose Terms Will Expire in 2020 |
|
Robert R. Hill, Jr. |
|
Paula Harper Bethea |
|
Thomas J. Johnson |
|
Martin B. Davis |
|
Directors Whose Terms Will Expire in 2019 |
|
Jimmy E. Addison |
|
Robert H. Demere, Jr. |
|
Robert R. Horger |
|
James W. Roquemore |
|
Grey B. Murray |
|
Directors Whose Terms Will Expire in 2018 |
|
John C. Pollok |
|
Cynthia A. Hartley |
|
Thomas E. Suggs |
|
Kevin P. Walker |
2
(2)Proposal to conduct a non-binding, advisory vote on the
compensation of the Companys named executive officers:
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
Voting For |
19,366,909 |
66.25 |
% |
97.51 |
% |
|
Voting Against |
444,565 |
1.52 |
% |
2.24 |
% |
|
Abstain From Voting |
50,254 |
0.17 |
% |
0.25 |
% |
|
Non Votes |
4,821,860 |
16.50 |
% |
||
|
Total |
24,683,588 |
84.44 |
% |
100.00 |
% |
(3)Proposal to conduct a non-binding, advisory vote on the
frequency of future advisory votes on compensation of the
Companys named executive officers:
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
1 Year |
16,826,067 |
57.56 |
% |
84.71 |
% |
|
2 Years |
33,861 |
0.12 |
% |
0.17 |
% |
|
3 Years |
2,950,711 |
10.09 |
% |
14.86 |
% |
|
Abstain |
51,089 |
0.17 |
% |
0.26 |
% |
|
Non Votes |
4,821,860 |
16.50 |
% |
||
|
Total |
24,683,588 |
84.44 |
% |
100.00 |
% |
(4)Proposal to consider approval of the 2012 Omnibus Stock and
Performance Plan, as amended and restated, to reapprove the
performance goals under the Plan and include a limit on
non-employee director equity compensation payable under the
Plan:
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
Voting For |
19,394,244 |
66.34 |
% |
97.65 |
% |
|
Voting Against |
413,394 |
1.41 |
% |
2.08 |
% |
|
Abstain From Voting |
54,090 |
0.19 |
% |
0.27 |
% |
|
Non Votes |
4,821,860 |
16.50 |
% |
||
|
Total |
24,683,588 |
84.44 |
% |
100.00 |
% |
(5)Proposal to ratify, as an advisory, non-binding vote, the
appointment of Dixon Hughes Goodman LLP, Certified Public
Accountants, as independent registered public accounting firm
for the Company for the fiscalyear ending December31, 2017:
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
Voting For |
24,385,570 |
83.42 |
% |
98.79 |
% |
|
Voting Against |
128,066 |
0.44 |
% |
0.52 |
% |
|
Abstain From Voting |
169,952 |
0.58 |
% |
0.69 |
% |
|
Total |
24,683,588 |
84.44 |
% |
100.00 |
% |
3
SOUTH STATE CORPORATION (NASDAQ:SSB) Recent Trading Information
SOUTH STATE CORPORATION (NASDAQ:SSB) closed its last trading session up +0.75 at 90.95 with 158,331 shares trading hands.