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 20, 2017

SOUTH STATE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

(800) 277‑2175

(Registrant’s telephone number, including area code)

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))

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 20, 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 Company’s common stock, representing 84.44% of the total outstanding eligible votes. At the Annual Meeting, the Company’s 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 Company’s named executive officers;

(3)   To conduct a non-binding, advisory vote on the frequency of future advisory votes on compensation of the Company’s 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 Company’s independent registered public accountants for the fiscal year ending December 31, 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:

 

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 the year indicated:

 

 

 

(2)    Proposal to conduct a non-binding, advisory vote on the compensation of the Company’s named executive officers:

 

(3)    Proposal to conduct a non-binding, advisory vote on the frequency of future advisory votes on compensation of the Company’s named executive officers:

 

(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:

 

(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 fiscal year ending December 31, 2017:

 

SIGNATURES

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.