csfl-8k_20190425.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 25, 2019

 

CENTERSTATE BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Florida

 

000-32017

 

59-3606741

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

1101 First Street South, Suite 202, Winter Haven, FL

 

33880

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:   (863) 293-4710

Not Applicable

(Former name or former address, if changed since last report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 


Item 5.07

 

Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of CenterState Bank Corporation (the “Company”) was held on April 25, 2019.  Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations.  A total of 95,850,741 shares of the Company’s common stock were entitled to vote as of February 28 2019, the record date for the Annual Meeting. There were 86,002,271 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 – Election of Directors.  The following directors were elected to serve until the annual meeting of shareholders in 2020.  Each nominee was an incumbent director, no other person was nominated, and each nominee was elected.  The number of votes cast was approximately as follows:

 

 

For

Withheld

Broker non votes

James H. Bingham

72,125,879

1,911,220

11,965,172

Michael J. Brown, Sr.

70,521,667

3,515,432

11,965,172

C. Dennis Carlton

65,265,301

8,771,798

11,965,172

Michael F. Ciferri

73,557,964

479,135

11,965,172

John C. Corbett

73,486,765

550,334

11,965,172

Jody J. Dreyer

73,455,069

582,030

11,965,172

Griffin A. Greene

73,304,758

732,341

11,965,172

Charles W. McPherson

66,472,151

7,564,948

11,965,172

G. Tierso Nunez II

72,070,032

1,967,067

11,965,172

Thomas E. Oakley

64,524,771

9,512,328

11,965,172

Ernest S. Pinner

70,598,274

3,438,825

11,965,172

William K. Pou, Jr.

73,549,471

487,628

11,965,172

Daniel R. Richey

73,555,919

481,180

11,965,172

David G. Salyers

73,547,089

490,010

11,965,172

Joshua A. Snively

73,554,510

482,589

11,965,172

Mark W. Thompson

70,031,792

4,005,307

11,965,172

 

Proposal No. 2 – Advisory Vote on the Company’s Executive Compensation.  The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s named executive officers, as disclosed in the proxy statement.  The results of the vote were as follows:  

 

For

68,256,714

Against

5,268,620

Abstain

511,765

Broker non votes

11,965,172

 

Proposal No. 3 – Ratification of Appointment of Independent Auditors.  The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.  The results of the vote were as follows:

 

For

84,488,099

Against

1,445,916

Abstain

68,256

 

Item 8.01

Other Events

 

The board of directors of the Company declared a quarterly cash dividend on its common stock of $0.11 per share.  The dividend is payable on June 28, 2019 to shareholders of record as of June 14, 2019.


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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

 

 

 

CENTERSTATE BANK CORPORATION

 

 

 

 

By:

/s/ William E. Matthews, V

 

 

William E. Matthews, V

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

Date:  April 25, 2019

 

 

 

 

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