SOUTHWEST GEORGIA FINANCIAL CORPORATION (NYSEMKT:SGB) 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 PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On May 24, 2017, Southwest Georgia Financial Corporation
announced that Chairman Michael J. McLean retired from the Board
and that current directors Roy H. Reeves and Cecil H. Barber were
elected Chairman and Vice Chairman, respectively. With the
retirement, the Board of Directors is now comprised of eight
directors, six of whom have been determined to be independent
directors.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of the Corporation was
held on May 23, 2017. Total shares eligible to vote amounted to
2,547,437. A total of 2,197,659 shares (86.27%) were represented
by shareholders in attendance or by proxy.
Proposal 1: Election of Directors
The following eight directors were elected to serve on the Board
of Directors for one year until the next annual meeting.
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Cecil H. Barber | 1,454,239 | 2,689 | 740,731 | |||||||||
| John J. Cole, Jr. | 1,455,448 | 1,480 | 740,731 | |||||||||
| DeWitt Drew | 1,455,410 | 1,518 | 740,731 | |||||||||
| Richard L. Moss | 1,420,847 | 36,081 | 740,731 | |||||||||
| Roy H. Reeves | 1,421,806 | 35,122 | 740,731 | |||||||||
| Johnny R. Slocumb | 1,455,448 | 1,480 | 740,731 | |||||||||
| M. Lane Wear | 1,454,489 | 2,439 | 740,731 | |||||||||
| Marcus R. Wells | 1,414,885 | 42,043 | 740,731 | |||||||||
Proposal 2: Say on Pay Resolution
The advisory say on pay resolution supporting the compensation
plan for the executive officers was approved.
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 1,325,147 | 27,141 | 104,440 | 740,931 | |||||||||||
Proposal 3: Appointment of Independent Auditors
TJS Deemer Dana, LLP, was appointed as our independent auditors
for the fiscal year 2017.
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 2,192,194 | 4,877 | |||||||||||||
| ITEM 8.01 | OTHER EVENTS |
On May 24, 2017, Southwest Georgia Financial Corporation
announced that its Board of Directors at its meeting declared a
quarterly cash dividend of $0.11 per common share. The dividend
is payable June 15, 2017, to shareholders of record on June 5,
2017. Southwest Georgia Financial Corporation or its predecessor,
Southwest Georgia Bank, has paid cash dividends for 89
consecutive years.
A copy of that press release is attached as Exhibit 99.1 to this
Current Report.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) Exhibits:
The following exhibit is furnished with this report.
Exhibit 99.1: Southwest Georgia Financial Corporations press
release dated May 24, 2017.
About SOUTHWEST GEORGIA FINANCIAL CORPORATION (NYSEMKT:SGB)
Southwest Georgia Financial Corporation is a bank holding company of Southwest Georgia Bank (the Bank). The Company’s primary business is providing banking services through the Bank to individuals and businesses principally in the counties, including Colquitt, Baker, Worth, Lowndes, and Tift, as well as the surrounding counties of southwest Georgia. The Bank also owns Empire Financial Services, Inc. (Empire), which is a provider of commercial mortgage banking services. The Bank offers customary banking services, such as consumer and commercial checking accounts, Negotiable Order of Withdrawal (NOW) accounts, savings accounts, certificates of deposit, lines of credit, VISA business accounts, money transfers and mortgage banking services. The Bank finances commercial and consumer transactions, makes secured and unsecured loans, and provides a range of other banking services. The Bank’s investment securities consist of securities available for sale and securities held to maturity. SOUTHWEST GEORGIA FINANCIAL CORPORATION (NYSEMKT:SGB) Recent Trading Information
SOUTHWEST GEORGIA FINANCIAL CORPORATION (NYSEMKT:SGB) closed its last trading session 00.00 at 20.00 with 0 shares trading hands.
