Details regarding the business to be conducted at the meeting are described in the Notice of Internet Availability of Proxy Materials (“Notice”) you received in the mail and in this proxy statement. We have also made available a copy of our Annual Report on Form 10-K for the period year ended ending December 31, 2013 (“Annual Report”) which we encourage you to read. The Annual Report includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “Notice and Access” rules. We are continually focused on improving the way people connect with information, and believe that providing our proxy materials over the internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our annual meeting. You may also request to receive a printed or emailed set of proxy materials. If you want more information, please see the “Questions and Answers” section of this proxy statement.

Your vote is important. Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone. You also may vote your shares by requesting a paper proxy card and completing, signing and returning it by mail. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail. By voting prior to the meeting, you will help us ensure that we have a quorum and that your preferences will be expressed on the matters that are being considered. If you are able to attend the meeting, you may vote your shares in person, even if you have previously voted by another means by revoking your proxy vote at any time prior to its exercise. .

Thank you for your ongoing support. We look forward to your participation in our annual meeting.

	Sincerely,
	Dennis S. Hudson, III
	Chairman & Chief Executive Officer

815 Colorado Avenue Stuart, FloridaFL 34994

NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 21, 2014

Notice is hereby given that the 2014 Annual Meeting of Shareholders of Thursday, May 25, 2017

3:30 p.m. Eastern Time

Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) will be heldhold its 2017 Annual Meeting of Shareholders at the Wolf TechnologyFounder’s Room, Orlando Science Center, 2400 S.E. Salerno Road, Stuart,777 E. Princeton Street, Orlando, Florida, 32803, on Wednesday,Thursday, May 21, 2014,25, 2017 at 3:00 P.M., Local Time (collectively, with any adjournments or postponements, the “Annual Meeting”), for30 p.m. Eastern Time.

ITEMS OF BUSINESS

To vote on the following purposes:proposals:

The Proxy Statement explains these proposals in greater detail. We urge you to read these materials carefully.RECORD DATE

Only shareholdersYou can vote if you were a shareholder of record and beneficial owners of the Company’s Common Stock as ofon the close of business onMarch 20, 2014 are entitled to noticeon March 23, 2017, with is the record date for the annual meeting. This Notice of and to vote at, the 2017 Annual Meeting or any adjournments thereof. All shareholders, whether or not they expect to attendof Shareholders and the Annual Meeting in person,accompanying proxy statement are requested to votesent by internet or telephone, or by requesting a paper proxy card and completing, signing and returning it by mail.order of the Board of Directors.

	By Order of the Board of Directors
	Dennis S. Hudson, III
	Chairman & Chief Executive Officer

April 9, 20146, 2017

TABLE OF

CONTENTS

Table of Contents

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
MAY 21, 2014

Annual Meeting Information

Date, Time and Place:Thursday, May 25, 2017, at 3:30 P.M. Eastern Time at the Founder’s Room, OrlandoScience Center, 777 E. Princeton Street, Orlando, Florida 32803. The Board of DirectorsAnnual Meeting shall be referred to herein as the “Meeting” or the “Annual Meeting.”

Street Name Holders:If your shares of Seacoast Banking Corporationcommon stock are held in a bank, brokerage or otherinstitutional account (which is commonly referred to as “street name”), you are a beneficial owner of Florida, a Florida corporation (“Seacoast” orthese shares, but you are not the “Company”) is soliciting proxiesrecord holder. If your shares are held in street name, you are invited to be votedattend the Annual Meeting; however, to vote your shares in person at the Annual Meetingmeeting, you must request and obtain a power of Shareholdersattorney or other authority from the bank, broker or other nominee who holds your shares and bring it with you to be held on Wednesday, May 21, 2014, at 3:00 P.M. Local Time (collectively,submit with any adjournments or postponements, the “Annual Meeting”)your ballot at the Wolf Technology Center, 2400 S.E. Salerno Road, Stuart, Floridameeting. In addition, you may vote your shares before the meeting by phone or over the Internet by following the instructions set forth below or, if you received a voting instruction form from your brokerage firm, by mail by completing, signing and returning the form you received. Your voting instruction form will set forth whether Internet or telephone voting is available to you. Although most brokers and nominees offer telephone and Internet voting, availability and specific processes will depend on their voting arrangements. We encourage you to record your vote through the Internet if such process is available to you.

How to View Proxy Materials Online

Important Notice Regarding the Availability of Proxy Materials for the purposes set forth in2017 Shareholder Meeting

Our 2017 Proxy Statement and the attached Notice of Meeting. On or about April 9, 2014, the notice of meeting, this proxy statement, Seacoast’s Annual Report on Form 10-K for the period year ended December 31, 2013 (“Annual Report”),which includes our financial statements for the fiscal year ended December 31, 2013, and a proxy card or voting instruction card (collectively,2016 (referred to collectively herein as the “proxy materials”) are first being made available for review online and paper copies sent to each shareholder who has requested such materials.at: www.proxyvote.com or at www.seacoastbanking.com/GenPage.aspx?IID=100425&GKP=325642.

QUESTIONS AND ANSWERS ABOUT THE PROXY SOLICITATION MATERIALS

AND THE PROXY SOLICITATION

Proxy Materials

Q: Why am I receiving these proxy materials?

A: Our Board of Directors has made these materials available to you on the internet or, at your request, has delivered printed proxy materials to you, because on March 20, 2014, the record date set for the Annual Meeting (the “Record Date”), you owned shares of Seacoast’s common stock, $0.10 par value (“Common Stock”). Only holders of record of our Common Stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting. Each holder of Common Stock is entitled to one vote for each share of Common Stock owned as of the Record Date. As of the Record Date, there were 25,985,761 shares of Common Stock issued and outstanding.

As a shareholder, you are invited to attend the Annual Meeting and are requested to vote on the proposals summarized below under “What matters will be voted on at the Annual Meeting” and described in greater detail elsewhere in this proxy statement. Seacoast’s Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting other than the matters described in this proxy statement.

Q: What is included in the proxy materials?

A: The proxy materials include:

Q: What information is contained in this proxy statement?

A: This proxy statement describes the matters that will be presented for consideration by shareholders at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance, and certain other required information. It also gives you background information concerning the proposals to assist you in making an informed decision. Please read it carefully.

Q: Why did I receive a “Notice of the Internet Availability of Proxy Materials”, but no proxy materials?

A: We have furnished our proxy materialsmailed to certain shareholders via thea notice of internet under the “Notice and Access” method permitted by the Securities and Exchange Commission (the “SEC”). Therefore, unless you request hard copies, you will not receive printed copiesavailability of the proxy materials. Instead,the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholdersmaterials on or about April 9, 2014, instructs you as to6, 2017. This notice contains instructions on how to access and review all of the proxy materials on the internet. The Noticenotice also contains instructions on how to submit your proxy on the internet or by phone, or, if you prefer, to obtain a paper or email copy of the proxy materials.

This process provides a convenient and timely method for shareholders to obtain the proxy materials and vote, reduces the printing and mailing expenses paid by the Company, and reduces the environmental impact of producing the proxy materials.

Q: How can I access the proxy materials over the internet?HOW TO CAST YOUR VOTE

The Notice, proxy card or voting instruction card will contain instructionsYou may vote common shares that you owned as of the close of business on how to:

Our proxy materials are also available on our Investor Relations website at:Meeting.

https://www.snl.com/IRWebLinkX/GenPage.aspx?IID=100425&GKP=210302

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will conserve natural resources. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Q: Will the Company use the Notice and Access method to furnish proxy materials to its shareholders in the future?

A: The Company may choose to continue to use the Notice and Access method to furnish proxy materials to its shareholders in the future. By reducing the amount of materials that the Company is required to print and mail, this method provides an opportunity for cost savings as well as conservation of natural resources. The Company will evaluate the cost savings, as well as the possible impact on shareholder participation, as it considers how to furnish proxy materials to our shareholders in the future.

Q: What if I prefer to receive paper or email copies of the materials?

A: If you prefer to receive paper or email copies of the materials, you can still do so. You may request a paper copy of the materials by (i) calling 1-800-579-1639; (ii) sending an e-mail to sendmaterial@proxyvote.com; or (iii) logging ontowww.ProxyVote.com. There is no charge to receive the materials by mail or email. If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located on the Notice) in the subject line.

The Company must provide paper copies via first class mail to any shareholder who, after receiving the Notice, nevertheless requests paper copies. Even if you do not request paper copies now, you will still have the right to request delivery of a free set of proxy materials upon receipt of any notice in the future. Because first class postage is significantly more expensive than bulk mail rates and because each such request must be processed on an individual basis, the cost of responding to a single request for paper copies is likely to be significantly greater than the per shareholder cost the Company previously incurred in delivering proxy materials in bulk. Therefore, requests for paper copies could undermine or eliminate expected cost savings associated with our decision to use the Notice and Access method of furnishing proxy materials.

By developing a database of shareholders who would prefer to continue receiving paper copies of proxy materials, the Company will be able to use the full set delivery option for these shareholders, while using the Notice and Access option for other shareholders. We believe this will significantly reduce the number of requests for paper copies that the Company will need to process on an individual basis going forward and will position the Company to better capture cost savings should we continue to use the Notice and Access method in the future. We appreciate your assistance in helping us develop this database.

Voting Information

Q: What matters will be voted on at the Annual Meeting?

A: You are being asked to vote on three proposals summarized as follows:

These matters are more fully described in this proxy statement.

Q: How do I vote (shareholder of record)?

A: You are a shareholder of record if your shares of Common Stock are held in your name on the Record Date. If you are a beneficial owner of Common Stock held by a broker, bank or other nominee (which is commonly referred to as “street name”), please see the instructions in the following question.

Instructions for voting are found on the Notice and proxy card. After reviewing these instructions, please submit your proxy via telephone or through the Internet, or by completing and returning a written proxy card.  By submitting your proxy, you authorize the individuals named in it to represent you and vote your shares at the Annual Meeting in accordance with your instructions.  Your vote is important, and your shares can only be voted if you are present in personimportant. Whether or represented by proxy at the Annual Meeting.To ensure your representation at the Annual Meeting, we recommend you vote by proxy even ifnot you plan to attend the Annual Meeting.Meeting, we hope you will vote as soon as possible. Please vote promptly using onereview the instructions on each of your voting options described in this proxy statement, as well as in the proxy delivery ornotice you received in the mail. By voting methods indicatedprior to the Meeting, you will help ensure that we have a quorum and that your preferences will be expressed on the Notice or proxy card.You canmatters that are being considered. If you are able to attend the Meeting, you may vote your shares in person, at the Annual Meeting even if you have previously provided a proxyvoted by another means by revoking theyour proxy vote at any time prior to its exercise.exercise, pursuant to the procedures specified in “Revocation of Proxies.”

You may vote by any of the following methods:

	BY TELEPHONE: You can vote by calling the number on your proxy card or voting instruction form, or provided on the website listed on your notice.
	BY INTERNET: You can vote online atwww.proxyvote.com
	BY MAIL: You also may vote your shares by requesting a paper proxy card and completing, signing and returning it by mail in the envelope provided.
	IN PERSON: You can vote in person at the Annual Meeting. If you hold your shares in street name, you must obtain a proxy from the record holder in order to vote in person.

For telephone and internet voting, you will need the 16-digit control number included in your notice, on your proxy card or in the voting instructions that accompanied your proxy materials.

If you vote by proxy, but do not provide voting instructions, yourFor shares represented by the proxy will be voted as recommended by our Board of Directors as indicated below under “What is the recommendation of the Board of Directors with regard to each proposal?” If any other matters are properly presented at the Annual Meeting for action, the persons named and acting as proxy will have the discretion to vote for you on these matters in accordance with their best judgment. We do not currently expect that any other matters will be properly presented for action at the Annual Meeting.

Q: What if my shares are held in street name?

A: If you are a beneficial owner and a broker, bank or other nominee is the record holder (which is commonly referred to as “street name”), then you received the Notice or proxy materials from the record holder. You have the right to direct your broker or nominee how to vote your shares, and such broker or other nominee is required to vote the shares in accordance with your instructions. Your broker or nominee should have given you instructions for you to provide direction on how to vote your shares. It will then be the record holder’s responsibility to vote your shares for you in the manner you direct.

Under the rules of various securities exchanges, brokers and other record holders may generally vote on discretionary or routine matters, but cannot vote on non-routine or non-discretionary matters, such as the election of directors, unless they have received voting instructions from the person for whom they are holding shares. Proposals 1 and 3 are considered non-routine matters, and cannot be voted on by your broker without your instructions. We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the Annual Meeting.  You should do this by carefully following the instructions your broker gives you.

If your shares are held in street name, you are invited to attend the Annual Meeting; however, you may not vote your shares of Common Stock held in street name in person at the Annual Meeting unless you request and obtain a power of attorney or other authority from your broker or other nominee who holds your shares and bring it to the Annual Meeting. Even if you plan to attend the Annual Meeting,employee plans, we ask that you vote in advance of the Annual Meeting in case your plans change.

Q: How will my shares of stock held in Seacoast’s Retirement Savings Plan or Employee Stock Purchase Plan be voted?

A: If you are a participant in Seacoast’s Retirement Savings Plan or Employee Stock Purchase Plan,must receive your voting instructions must be received byno later than 11:59 p.m. Eastern Time on May 15, 201418, 2017 (the “cut-off date”) to be counted. When your voting instructions are received byOtherwise, you may vote up until 11:59 P.M. Eastern Time the cut-off date, your sharesday before the meeting date.

Introduction

Our balanced growth strategy, which is focused on organic growth and completing value creating acquisitions in these plans will be votedgrowing markets, is delivering value for our shareholders.

In this section, we summarize 2016 performance highlights and other information contained elsewhere in this proxy statement. Please carefully review the information included throughout this proxy statement and as directed by you. For the shares in your account in Seacoast’s Retirement Savings Plan, if you do not submit your voting instructions by following the instructions on the Notice or proxy card, then the trustee of the Retirement Savings Plan will vote, or not vote, in its sole discretion, the shares of Common Stock in your account. For shares held in your accountprovided in the Employee Stock Purchase Plan, your shares will not be voted if2016 Annual Report on Form 10-K before you do not give voting instructions as to such shares by proxy.vote.

Q: How will my shares of Common Stock held in Seacoast’s Dividend Reinvestment and Stock Purchase Plan be voted?2016 Performance Highlights

A: If you are a participant in Seacoast’s Dividend Reinvestment and Stock Purchase Plan, follow the instructions on the Notice or proxy card to provide voting instructions to the Trustee. Shares held in your plan account will be combined and voted at the Annual Meeting in the same manner in which you voted those shares registered in your own name either by proxy or in person.

Q: What does it mean if I receive more than one proxy card or Notice?

A: It means that you have multiple holdings reflected inValue Creation for our stock transfer records and/or in accounts with brokers or other nominees. For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children. Please follow the instructions on each Notice or proxy card to ensure that all of your shares are voted.

Q: What if I change my mind after I have voted?

A: If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:Shareholders

Also, please note that if you have voted through your broker, bank or other nominee and you wish to change your vote, you must follow the instructions received from such entity to change your vote. 

Q: How many shares must be presentTotal return combines share price appreciation and dividends paid to hold the Annual Meeting?

A: To hold a vote on any proposal, a quorum must be present in person or by proxy at the Annual Meeting. A quorum is a majority ofshow the total votes entitledreturn to be cast by the holders of the outstanding shares of Common Stock as of the Record Date.

Shares are counted as present at the Annual Meeting if the shareholder either:expressed as an annualized percentage.

Our balanced growth strategy combines organic growth and select strategic M&A along with prudent risk management to deliver consistent results.

· Mergers and Acquisitions Highlights

In determining whether a quorum exists at the Annual Meeting for purposes of all matters¹ Non-GAAP measure; refer to be voted on, all votes “for” or “against,” as well as all abstentions and broker non-votes, will be counted.Appendix A “broker non-vote” occurs when a nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.- Informtion Regarding Non-GAAP Financial Measures.

Our methodical transformation continues with strong evidence of success and executive officerssignificant implications over time.

The Florida Economy continues to provide tailwinds for our franchise.

We have a skilled and engaged employee base, with multiple awards over the Company beneficially hold approximately 6,593,999 shares of Common Stock, or 25.3 percent of all the votes entitled to be cast at the Annual Meeting.past year.

And our focus on customers is what makes us special.

Q: What if a quorum is not present at the Annual Meeting?Executive Compensation Program Highlights

A: If a quorumThe Compensation and Governance Committee (“CGC”) is not present atcommitted to aligning our compensation strategies with the scheduled timeneeds of our evolving business strategy, good governance and effective risk management practices, and our efforts to generate superior returns for our long-term shareholders. To this end, we emphasize pay-for-performance emphasis in our executive compensation programs and, ultimately, the Annual Meeting, a majorityalignment of the shareholders present or represented by proxy may adjourn the Annual Meeting until a quorum is present. The time and place of the adjourned Annual Meetingmanagement with shareholder interests. Significant value only will be announced at the time of the adjournment,realized if any,we exceed our long-term performance expectations and nodeliver meaningful value creation for our shareholders.

Our executive compensation strategy strongly aligns our CEO and other notice will be given. An adjournment will have no effect on the business that may be conducted at the Annual Meeting. If the Annual Meeting is adjourned more than 120 days after the date fixed for the original Annual Meeting, the Board of Directors must fix a new Record Date to determine the shareholders entitled to vote at the adjourned Annual Meeting.executives with long-term shareholder interests.

¹ Gallup Business Journal, July 22, 2014

Q: What is the recommendation of the Board of Directors with regard to each proposal?Program Changes in 2016

A:

Please refer to theCompensation Discussion and AnalysisandThe Executive Compensation Tables in this proxy statement for additional details.

Summary of Voting Matters and Board of Directors of Seacoast believes the proposals described herein are in the best interests of the Company and its shareholders and, accordingly, unanimously recommends that shareholders vote as follows:Recommendations

* More fully described in Proposal 1 - Election of Directors, Manner of Voting Proxies

Q: What options do I have in voting on each proposal?Our Director Nominees

A: Except with respect to Proposal 1 for the election of directors, you may vote “for,” “against,” or “abstain” on each proposal properly brought before the Annual Meeting.  In the election of directors, you may vote “for” or “withhold authority” to vote for each nominee.  

Q: WhatYou are the voting requirements with regard to each proposal?

A: Under our Bylaws, all elections of directors are decided by plurality vote. However, notwithstanding the plurality standard, in an uncontested election for directors, which is the case for the election under Proposal 1, our Corporate Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, then the director will promptly tender his or her resignation to the Board following certification of the shareholder vote, with such resignation to be effective upon acceptance by the Board of Directors. The Compensation and Governance Committee would then review and make a recommendation to the Board of Directors as to whether the Board should accept the resignation, and the Board would ultimately decide whether to accept the resignation. The Company will disclose its decision-making process regarding the resignation in a Form 8-K furnished to the SEC. In contested elections, the required vote would be a plurality of votes cast and the resignation policy would not apply. Full details of this policy are set forth in our Corporate Governance Guidelines, available on our website atwww.seacoastbanking.net.

Proposals 2 and 3 require approval by the affirmative vote of a majority of votes cast at the Annual Meeting.

Our Board of Directors unanimously recommends that you vote “FOR” Proposals 1, 2 and 3.

Unless otherwise required by the Company’s Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”), our Bylaws, the Florida Business Corporation Act, or by applicable law, any other proposal that is properly brought before the Annual Meeting will require approval by the affirmative vote of a majority of all votes cast at the Annual Meeting.

Please remember that Proposals 1 and 3 are each considered non-routine matters. As a result, if your shares are held by a broker or other fiduciary, your shares cannot be voted on these matters unless you have provided voting instructions to your broker or other nominee.

Abstentions and broker non-votes, if any, will not be counted for purposes of determining whether any of the proposals have received sufficient votes for approval, but will count for purposes of determining whether or not a quorum is present.  So long as a quorum is present, abstentions and broker non-votes will have no effect on any of the matters presented for a vote at the Annual Meeting.

Q: What is “householding” and how does it affect me?

A: The SEC permits delivery of one copy of the proxy materials to shareholders who have the same address and last name under a procedure referred to as “householding”. We do not utilize householding for our shareholders of record. However, if you hold your shares through a broker, bank or other nominee, you may receive only one copy of the Notice and, as applicable, any additional proxy materials that are delivered.

If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of proxy materials mailed to you in the future, please contact your broker, bank or other nominee. However, if you want to receive a paper proxy or Notice or other proxy materials for purposes of this year’s Annual Meeting, follow the instructions included in the Notice that was sent to you, or as indicated above under “What if I prefer to receive paper or email copies of the materials?”

Q: Who will pay the expenses of the proxy solicitation?

A: The Company will bear the cost of preparing, printing and mailing the proxy materials and soliciting proxies for the Annual Meeting. In addition to the solicitation of shareholders of record by mail, telephone, electronic mail, facsimile or personal contact, Seacoast will be contacting brokers, dealers, banks, and/or voting trustees or their nominees who can be identified as record holders of Common Stock; such holders, after inquiry by Seacoast, will provide information concerning quantities of proxy materials needed to supply such information to beneficial owners, and Seacoast will reimburse them for the reasonable expense of mailing proxy materials. Seacoast may retain other unaffiliated third parties to solicit proxies and pay the reasonable expenses and charges of such third parties for their services.

Q: Where do I find the voting results of the Annual Meeting?

A: If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed on a Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 21, 2014.

The Notice of Annual Meeting, the 2014 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2013 are available at:

www.proxyvote.com

PROPOSAL 1

ELECTION OF DIRECTORS

General

As of the date of this proxy statement, Seacoast’s Board of Directors consists of fourteen members divided into three classes, serving staggered three year terms as provided in our Articles of Incorporation.

The Annual Meeting is being heldasked to, among other things, re-electproposals, elect four Class III directors of Seacoast, elect two Class II directors and elect one Class III director, each of whom has been nominated by the Compensation and Governance Committee of the Board of Directors.Seacoast. All of the nominees, except Alvaro Monserrat, are presently directors of Seacoast andSeacoast. All of the nominees also serve as members of the Boardboard of Directorsdirectors of Seacoast’s principal banking subsidiary, Seacoast National Bank (the “Bank”). The membersAlvaro J. Monserrat has been nominated by Seacoast’s Board to replace T. Michael Crook, who intends to retire from the Company’s Board at the end of the Boards of Directors of the Bank and the Company are the same except for John H. Crane, who is currently a director of the Bank only.Annual Meeting. If re-elected,elected, each Class III director nominee will serve a three year term expiring at the 20172020 Annual Meeting and until their successors have been elected and qualified. Detailed information about each nominee’s background, skills and expertise can be found inProposal I – Election of Directors.

On September 17, 2013, the Board of Directors, following the recommendation of our Compensation and Governance Committee, elected Dennis J. Arczynski as a director, effective immediately, replacing John H. Crane who retired from the Company’s Board in July 2013. Mr. Arczynski has been a director of the Bank since 2007. Mr. Crane remains on the Board of Directors of the Bank. Mr. Arczynski will stand for election as a Class II director at the Annual Meeting, and, if elected, Mr. Arczynski will serve for a term expiring at the 2016 Annual Meeting, along with the other Class II directors.

On October 15, 2013, the Board of Directors, following the recommendation of our Compensation and Governance Committee, increased the size of the Board from twelve to thirteen directors and appointed Julie H. Daum as a director to immediately fill the vacancy on the expanded Board. Ms. Daum will stand for election as a Class III director at the Annual Meeting, and, if elected, will serve for a term expiring at the 2017 Annual Meeting, along with the other Class III directors.

On February 24, 2014, the Board of Directors, following the recommendation of our Compensation and Governance Committee, increased the size of the Board from thirteen to fourteen directors and appointed Maryann B. Goebel as a director to immediately fill the vacancy on the expanded Board. Ms. Goebel will stand for election as a Class II director at the Annual Meeting, and, if elected, will serve for a term expiring at the 2016 Annual Meeting, along with the other Class II directors.

Currently, the Board of Directors is classified as follows:

The seven nominees have been nominated by Seacoast's CompensationBoard and Governance Committee, and the Board of Directors unanimously recommends a vote “FOR” the election of all seven nominees listed below.Highlights

Nominees to be Elected at the Annual MeetingINFORMATION ABOUT OUR CURRENT BOARD COMMITTEE MEMBERSHIP AND 2016 COMMITTEE MEETINGS

Dennis J. Arczynski, age 62, is the chairman of the Enterprise Risk Management Committee and has been a director of the Bank since 2007. He was appointed to the Seacoast Board of Directors in September 2013, replacing retired director John H. Crane. Mr. Arczynski is a risk management, corporate governance, regulatory affairs and banking consultant since 2007. He previously served for 33 years in various managerial and examiner positions in the U. S. Office of the Comptroller of the Currency’s (the “OCC”) headquarters in Washington, D.C. and in several other OCC districts until 2007. As a National Bank Examiner with the OCC, Mr. Arczynski was responsible for the supervision and examination of the largest and most complex mid-size banks, community banks and trust companies; provided guidance to banks in all facets of commercial banking and fiduciary operations including international activities; performed risk assessment and conducted BSA/AML reviews and examinations of internationally active banks; and developed formal enforcement actions and corrective action plans for struggling and deficient institutions.

Mr. Arczynski’s other positions of responsibility with the OCC included Assistant Director for Trust Operations, Special Assistant to the Senior Deputy Comptroller (FFIEC Liaison), Associate Director for Financial Management (Financial and Systems Review) and Field Office Manager (Miami Field Office). His duties included the formation of national policies and programs, development of OCC supervisory initiatives, establishment of interagency relations, drafting regulations and writing OCC examiner handbooks.

In making the determination that Mr. Arczynski should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications, as well as:

Stephen E. Bohner, age 60, is a member of the Company’s Compensation and Governance Committee and has been a director of Seacoast since 2003. Mr. Bohner has been president and owner of Premier Realty Group, a real estate company located in Sewalls Point, Florida, specializing in the sale of luxury homes, since 1987. In addition to his 37 years of experience in real estate, Mr. Bohner is actively involved in several professional and community organizations, having served as president of the Greater Martin County Association of Realtors and The Pine School. He was awarded the Realtor Association’s Distinguished Service Award in 2001, and has served on numerous professional standards’ panels in arbitration hearings and chaired the Realtors Association’s grievance committee. Mr. Bohner is a graduate of Vanderbilt University with dual degrees in Business and Economics.

In making the determination that Mr. Bohner should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

T. Michael Crook, age 66, is a member of the Company’s Audit Committee and the Enterprise Risk Management Committee, and has been a director of Seacoast since 2003. Mr. Crook has been a principal with the public accounting firm of Proctor, Crook, Crowder & Fogal, P.A., located in Stuart, Florida, since 1976 and a CPA certified public accountant (“CPA”) since 1975. He was a member of Barnett Bank’s Martin County board of directors for 11 years from 1986 to 1997. Mr. Crook is also active in the community, currently serving as a member of the board of the Martin County Community Foundation, and previously serving as director and president of the Economic Council and Stuart Kiwanis Club, former director of the Arts Foundation of Martin County and Stuart/Martin County Chamber of Commerce, and past chairman of the Indian River Community College Accounting Advisory Committee.

Mr. Crook’s professional affiliations include the American Institute of Certified Public Accountants, the Management Advisory Services Division of the American Institute of Certified Public Accountants, and the local legislative contact for the Florida Institute of Certified Public Accountants.

In making the determination that Mr. Crook should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Julie H. Daum, age 59, is a member of the Compensation and Governance Committee and was elected as a director of the Bank and Seacoast in October 2013. Ms. Daum has been a senior director of Spencer Stuart, a privately-held global executive search firm, since 1993. As co-head of the North American Board and CEO Practice at Spencer Stuart, she has helped place over 1,000 directors on corporate boards, including the boards of Coach, Delta Air Lines, American Express, CVS Caremark, General Motors and Amazon. Prior to her work at Spencer Stuart, Ms. Daum was the executive director of the corporate board resource at Catalyst, where she managed all board of directors’ activities and worked with companies to identify qualified women for their boards.

A widely renowned expert on corporate governance topics, Ms. Daum was recognized by the National Association of Corporate Directors’ (“NACD”) as one of the top 100 most influential leaders in corporate governance in 2013. She also advises corporate boards on succession planning for themselves and their CEOs, as well as best practices and governance issues. Each year, Ms. Daum develops the Spencer Stuart Board Index, a publication detailing trends at national boardrooms. She also co-founded and developed a program for board members entitled “Fresh Insights and Best Practices for Directors” at the Wharton School of the University of Pennsylvania, where she earned her MBA.

In making the determination that Ms. Daum should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications and her qualification as an independent director, as well as:

Maryann B. Goebel, age 62, is a member of the Company’s Audit Committee and Enterprise Risk Management Committee, and was elected as a director of the Bank and Seacoast in February 2014. Ms. Goebel has been an independent IT management consultant since mid-2012. In July 2012, she retired from Fiserv, Inc. (NASDAQ: FISV) where she had served as executive vice president and chief information officer since June 2009. In this role, she was responsible for all internal Fiserv IT systems (infrastructure and applications), as well as IT infrastructure, operations, engineering and middleware services for Fiserv clients who chose to outsource the processing of their Fiserv applications.

In her 40+ year career, Ms. Goebel has shaped the strategic direction of information technology for major corporations around the world, serving in the critical role of chief information officer for: DHL Express from 2006 to 2009; General Motors North America from 2003 to 2006; General Motors Europe from 1999 to 2001; General Motors Truck Group from 1997 to 1999; Bell Atlantic NYNEX Mobile (now Verizon Mobile) from 1995 to 1997; and Frito-Lay from 2001 to 2002. She has also held senior IT leadership positions at Texas Instruments, Inc., Aérospatiale Helicopter Corporation, and the Southland Corporation, among others. Ms. Goebel received the “100 Leading Women in the North American Auto Industry” award in 2005. She has also been given an award for outstanding professional achievement from her alma mater, Worcester Polytechnic Institute, where she earned a Bachelor of Science degree in mathematics.

In making the determination that Ms. Goebel should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications and her qualification as an independent director, as well as:

(2)

Dennis S. Hudson, III, age 58, serves as Chairman and has been a director of Seacoast since 1984. Mr. Hudson was named Chairman of Seacoast in July 2005, and has served as Chief Executive Officer of the Company since June 1998. Mr. Hudson has also served as Chairman and Chief Executive Officer of the Bank since 1992. He served as President of Seacoast from June 1998 to July 2005, after serving in various positions with the Company and the Bank since 1978. Mr. Hudson also serves on the board of directors and the audit committee of Chesapeake Utilities Corporation (ticker: CPK), a public gas and electric utilities company headquartered in Dover, Delaware, which merged with Florida Public Utilities Company (“FPU”) in 2009. Prior to that time, he served as a member of the board of directors of FPU. He was also a member of the board of directors of the Miami Branch of the Federal Reserve Bank of Atlanta from 2005 through 2010. Committee Chair

Mr. Hudson is actively involved in the community, having served on the boards of the Martin County YMCA Foundation, Council on Aging, The Pine School, the Job Training Center, American Heart Association, Martin County United Way, the Historical Society of Martin County and as chairman of the board of the Economic Council of Martin County, on which he still serves. He has been recognized for his achievements with several awards including the Florida Senate Medallion of Excellence Award presented by Florida Senator Ken Pruitt in 2001. Mr. Hudson is a graduate of Florida State University with dual degrees in Finance and Accounting, and a Master’s degree in Business Administration.

In making the determination that Mr. Hudson should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications, as well as:

Edwin E. Walpole, age 78, is a member of the Company’s Compensation and Governance Committee and has been a director of Seacoast since 2006. Mr. Walpole has been the president, owner and director of Walpole Inc., a trucking transportation company in Okeechobee, Florida which covers the Southeastern United States, since 1960. He served as chairman, president and chief executive officer of Big Lake Financial Corporation (“Big Lake”) from 1985 until Big Lake was acquired by Seacoast in April 2006. Mr. Walpole is also the president of Seminole Land Company, Walpole Feed and Supply Company, Trading Post & Farmers Market, and Fort Drum Corporation, and vice president and director of Walpole Leasing Corporation. He is a member and past president of the Okeechobee Economic Council and of the Florida Trucking Association, a member of the American Trucking Association, and formerly served on the board of trustees of Murray State University where he earned a Bachelor of Science degree in Agriculture.

In making the determination that Mr. Walpole should be a nominee for director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Directors Whose Terms Extend Beyond the Annual Meeting

H. Gilbert Culbreth, Jr., age 68, is co-chairman of the Company’s Compensation and Governance Committee, was a member of the Audit Committee in 2013 and has been a director of Seacoast since 2008. Mr. Culbreth has been chief executive officer and owner of Gilbert Chevrolet Company, Inc., a car dealership located in Okeechobee, Florida, for over 40 years. He also owns and manages Gilbert Ford, another car dealership in Okeechobee, Florida. Mr. Culbreth was previously a member of Big Lake’s Financial Corporation’s (“Big Lake”) board of directors for 10 years prior to the acquisition of Big Lake by Seacoast in April 2006, and has served on the Bank’s board of directors since the acquisition. In addition, Mr. Culbreth is president of several other family businesses, including, Culbreth Realty, Inc. (a real estate brokerage company), Parrott Investments, Inc. (a holding company for two other businesses), Gilbert Cattle Co., LLC (a cattle operation), Gilbert Marine (a watercraft sales company) and Gilbert Aviation Inc. (an aircraft sales and service company).

Mr. Culbreth is a former director of the Florida Council on Economic Education, the Okeechobee County Board of Realtors, the Okeechobee Economic Council, and the United Way of Okeechobee and is a member of the Masonic Lodge.

In making the determination that Mr. Culbreth should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Christopher E. Fogal, age 62, is chairman of the Company’s Audit Committee, was a member of the Company’s Compensation and Governance Committee in 2013 and has been a director of Seacoast since 1997. Mr. Fogal is a certified public accountant and principal with the public accounting firm of Proctor, Crook, Crowder & Fogal, P.A. He was the managing partner of Fogal & Associates from 1979 until the firm merged with Proctor Crook in 2009. Mr. Fogal served on the board of directors of Port St. Lucie National Bank until it was acquired by Seacoast in 1996. He has also served as past chairman of the Treasure Coast Private Industry Council and past president of the St. Lucie County Chamber of Commerce, and is active in a number of professional organizations including the American Institute of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

In making the determination that Mr. Fogal should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Roger O. Goldman, age 69, has been the Board’sIndependent Lead Independent Director since November 2012 and a director of Seacoast since February 2012. Mr. Goldman alsowho serves as an ex-officio (non-voting) member of all committees. Mr. Goldman has been a directorcommittees

From 1997Director Attendance:All directors attended over 75% or more of the meetings of the Board andBoard committees on which they served in 2016.

Board Composition

Below is a graphic illustration of the changes in outsourced marketing services and account acquisition and customer retention programs, which he grew to a substantial size before it was sold.our Board over the past four years:

Seacoast Board of Directors

Currently, our board has the following characteristics:

¹ AEBFSB has entered into various consent orders with each of the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau regarding certain compliance related matters that AEBFSB should resolve. AEBFSB also paid certain civil money penalties, established a segregated fund to provide remediation to certain customers and agreed to make certain enhancements to its compliance and vendor oversight programs.

Mr. Goldman’s extensive banking experience also includes management positions at Citicorp from 1969 to 1983; service as president and chief executive officer of Redwood Bank, a community bank in San Francisco, California, from 1983 to 1986; executive vice president and senior operating officer of Coreast Savings Bank from 1989 to 1991; and executive vice president in charge of the community banking group of NatWest Bancorp (with $31 billion in assets) from 1991 to 1996 where he was responsible for managing all consumer and small business activities. In addition, he previously served on the boards of several public and private corporations, including Minyanville (a new media company), Cyota (an Internet security company), and American Express Centurion Bank, where he also served as a member of the audit committee. He is Chairman Emeritus of the Lighthouse International, a charitable foundation for the visually impaired which is headquartered in New York, and is the former Chairman of the Juvenile Diabetes Research Foundation. Mr. Goldman received his Bachelor’s degree from New York University in Marketing and his Juris Doctorate from the Washington College of Law at American University. He is an emeritus member of the New Jersey bar and former member of the Washington D.C. bar.

In making

Since 2013, we have managed the determination that Mr. Goldman should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Board talent pipeline and:

Robert B. Goldstein, age 73, is co-chairman of the Company’s Compensation and Governance Committee, is a member of the Enterprise Risk Management Committee and has been a director of Seacoast since 2010. Mr. Goldstein is a founding principal of CapGen Capital Advisors LLC (“CapGen LLC”), New York, New York, an investment program fund formed in 2007 that invests in banks and financial institutions. He is also a member of CapGen LLC’s investment committee. As of March 20, 2014, an affiliate of CapGen LLC was the beneficial owner of 5,470,090 shares of the Company’s common stock, representing 21.1 percent of outstanding shares.

Mr. Goldstein is also currently a director of FNB Corporation (since 2003), a member of their executive committee and chairman of their compensation committee; is a director of Hampton Roads Bankshares (since 2010) and a member of their compensation, governance/nominating, and risk oversight committees; and is lead director of Palmetto Bancshares, Inc. and a member of the board of its banking subsidiary, Palmetto Bank (since 2010) and member of their credit and governance/nominating committees. Mr. Goldstein is also chairman of the board of directors of THE BANKshares, Inc., a member of the audit, ALCO, compensation and executive committees of THE BANKshares, Inc., and a director of its banking subsidiary, BankFIRST, since 2007. Mr. Goldstein’s other senior executive and director experience includes service as director and chairman of the executive committee of Great Lakes Bancorp from 2005 to 2006; chairman of the board and chief executive officer of Bay View Capital Corporation, a $6 billion bank holding company, from 2001 to 2006; director of Cobalt Holdings, LLC (an accredited credit rating agency and asset management company) from 2003 to 2010, as well as numerous other executive and/or director positions with financial institutions over a career that has spanned 50 years. Mr. Goldstein is nationally recognized for his expert investing and operational experience in turning around and implementing growth strategies for banks under the most challenging circumstances.

Mr. Goldstein’s appointment to the Board of Directors is pursuant to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated October 23, 2009, between Seacoast and CapGen Capital Group III LP (“CapGen LP”), an affiliate of CapGen LLC. CapGen LP purchased 6,000,000 shares of our Common Stock on December 17, 2009 for $13.5 million pursuant to the Stock Purchase Agreement. Under the Stock Purchase Agreement, CapGen LP is entitled to appoint one director to our Board of Directors as long as CapGen LP or an affiliate retains ownership of the shares purchased under the agreement.

Although Mr. Goldstein’s directorships on outside boards exceed the number specified in the Company’s Corporate Governance Guidelines, the Compensation and Governance Committee currently believes that the number of directorships is acceptable since Mr. Goldstein’s full-time job is to represent and provide expertise to boards of the banks in which CapGen LLC and its affiliates invest, and his directorships on these boards were approved by the Federal Reserve.

In making the determination that Mr. Goldstein should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Dale M. Hudson, age 79, has been a director of Seacoast since 1983. Mr. Hudson served as Vice Chairman of Seacoast from July 2005 until his retirement on December 31, 2010, having previously served as Chairman from June 1998 to July 2005. He served as Chief Executive Officer of Seacoast from 1992 to June 1998, as President of Seacoast from 1990 to June 1998, and as Chairman of the Board of the Bank from September 1992 to June 1998. He also served on the board of directors of the Florida Bankers Association for five years. In addition to his 55+ years in banking, Mr. Hudson is extremely active in the community and charitable organizations. He has served on the Martin Memorial Hospital Foundation and Community Boards, as well as on the boards of the American Cancer Society, Honorary Advisory Board of the Florida Oceanographic Society, Indian River Community College, Treasure Coast Blood Bank Advisory Board and The Pine School for 15 years, including two years as chairman.

Mr. Hudson has also devoted 19 years of service as chairman of Mary’s Kitchen, a local soup kitchen for the homeless. He has received numerous awards and honorary titles, including the first Martin County Citizen of the Year Award by the March of Dimes in 1995 and the National Philanthropy Award with his wife in 2006.

In making the determination that Mr. Hudson should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications, as well as:

Dennis S. Hudson, Jr., age 86, is a member of the Enterprise Risk Management Committee and has been a director of Seacoast since 1983. Mr. Hudson retired in June 1998 after a 48-year career with the Company and Bank. He served as Chairman of the Board of Seacoast from 1990 to June 1998. Prior thereto, he served as Chief Executive Officer of Seacoast from 1983 until 1992, President of Seacoast from 1983 until 1990 and Chairman of the Bank from 1969 until 1992. Mr. Hudson also served on the board of the Miami Branch of the Federal Reserve Bank of Atlanta from 1983 to 1985. Active in the community and with charitable organizations, he has served as chairman of the American Red Cross of Martin County, president of the Stuart Rotary, and as a director of Hospice of Martin County.

In making the determination that Mr. Hudson should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications, as well as:

Thomas E. Rossin, age 80, is a member of the Enterprise Risk Management Committee, was a member of the Compensation and Governance Committee in 2013 and has been a director of Seacoast since 2004. Mr. Rossin has been a practicing attorney in West Palm Beach, Florida, since 1993, currently serving as management chairman with the firm of St. John, Rossin, Podesta, Burr & Lemme, PLLC. He served as a Florida State Senator from 1994 to 2002, the last two years as minority leader, and was a candidate for Florida Lt. Governor in 2002. He founded Flagler National Bank in 1974, serving as president, chief executive officer and director and growing it to the largest independent bank in Palm Beach County with over $1 billion in assets. Forming The Flagler Bank Corporation, the holding company for Flagler National Bank, in 1983 and serving as president, chief executive officer and director, he took it public in 1984 and facilitated the acquisition of three financial institutions, until both Flagler National Bank and the holding company were sold in 1993 to SunTrust Bank.

Prior thereto, Mr. Rossin was vice chairman and director of First Bancshares of Florida, Inc. after consolidating four banks under one charter, including First National Bank in Riviera Beach at which he served as president and chief executive officer. He has served as past president of the Community Bankers Association of Florida and Palm Beach County Bankers Association, and is a member of the Palm Beach County Bar Association, American Bar Association and the Florida Bar Association. In March 2014, Mr. Rossin received the Exemplary Elected Official Award from the Forum Club of the Palm Beaches.

In making the determination that Mr. Rossin should remain a director of Seacoast, the Compensation and Governance Committee considered these qualifications and his qualification as an independent director, as well as:

Non-Director Executive OfficersShould Alvaro Monserrat be elected at the Annual Meeting, we will have reduced the average tenure of our non-executive directors from 13.7 years to 9.5 years and decreased the average age by nearly 6.8 years.

Our Board is committed to identifying, appointing and developing directors who reflect the diverse profiles of our existing and prospective customers, have experience and expertise aligned with our strategic objectives, and who can add significant value to the Board’s efforts to oversee Seacoast on behalf of our shareholders. Constructing an effective Board and positioning it for success are key objectives for Seacoast. Under our Independent Lead Director Goldman’s guidance, we have made significant progress in expanding the experience of the Board. These outcomes have increased overall Board effectiveness while increasing its agility and the velocity of decision making, which are critical inputs in the governance process. Under Mr. Goldman’s leadership, the Board is well-positioned to fulfill its duties to our shareholders and meet the evolving needs of Seacoast.

Maria G. FriasOur Corporate Governance Framework, age 52, has served as Executive Vice President and Chief Risk Officer of Seacoast since April 2012.  Ms. Frias served as the Bank’s Senior Vice President and Chief Auditor from July 2003 to April 2012 and as Compliance Officer from April 1996 to April 2012.  She held various positions in the Company’s Internal Audit Department since October 1990.  Ms. Frias holds a B.S. in Finance and a Master’s degree in Business Administration from the City University of New York.  She maintains a number of professional designations, including: Certification in Risk Management Assurance, Certified Risk Professional, Certified Internal Auditor, Certified Bank Auditor, Certified Financial Services Auditor, Certified Regulatory Compliance Manager and FINRA Series 7.  Ms. Frias is actively involved with the South Florida Compliance Association, National Association of Chartered Bank Auditors and the Palm Beach Chapter of the Institute of Internal Auditors, where she has served on the Board of Governors since October 2000.

William R. Hahl, age 65, has served as Executive Vice President and Chief Financial Officer of Seacoast and the Bank since July 1990.  Previously, he worked for Ernst and Young for 13 years, before leaving to start his own consulting firm. Mr. Hahl is a graduate of Kent State University, a CPA and member of the American Institute of Certified Public Accountants, Florida Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants.

David D. Houdeshell, age 53, has served as Executive Vice President and Chief Credit Officer of Seacoast and the Bank since June 2010.  Before joining the Company, Mr. Houdeshell served from April 2007 to May 2010 as executive vice president and credit administrative executive for The South Financial Group in Greenville, South Carolina, a $12 billion commercial bank holding company. In this role, he had oversight and direction of credit administration, policy and procedure development, credit monitoring, loan review, credit processes and technology initiatives.  From October 2005 to March 2007, Mr. Houdeshell was senior vice president and director of credit portfolio risk management at The South Financial Group.  Prior thereto, he was chief credit officer of Bombardier Capital, a $13 billion financial services entity of a global transportation manufacturer, for five years. Mr. Houdeshell holds a B.S. in Finance from Florida State University and a Master’s degree in Business Administration from Stonier Graduate School of Banking, University of Delaware.

CORPORATE GOVERNANCE

Corporate Governance Framework

Our goal is to maintain a corporate governance framework that supports an engaged, independent board with diverse perspectives and judgment that is committed to representing the long-term interests of our shareholders. We believe our directors should possess the highest personal and professional standards for ethics, integrity and values, as well as practical wisdom and mature judgment. Therefore, our Board, with the assistance of management and the CGC, regularly reviews our corporate governance principles and practices.

Corporate Governance Principles and Practices

Governance Policies

Important elements of our corporate governance framework are our governance policies, which include:

You may view these and other corporate governance documents at our investor relations website located at www.SeacoastBanking.com, or request a copy, without charge, upon written request to Seacoast Banking Corporation of Florida, c/o Corporate Secretary, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995.

Board Independence

The Company’s Common Stockcommon stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Nasdaq requires that a majority of the Company’s directors be “independent,” as defined by the Nasdaq’sNasdaq rules. Generally, a director does not qualify as an independent director if the director (or, in some cases, a member of the director’s immediate family) has, or in the past three years had, certain relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board of Directors has determined that a majority of the Company’s directors are independent directors under the Nasdaq rules. The Company’s current independent directors are: Dennis J. Arczynski, Stephen E. Bohner, T. Michael Crook,Jacqueline L. Bradley, H. Gilbert Culbreth, Jr., Julie H. Daum, Christopher E. Fogal, Maryann Goebel, Roger O. Goldman, Robert B. Goldstein,Timothy S. Huval and Thomas E. Rossin, and Edwin E. Walpole, III.Rossin.

Board Leadership Structure

Chairman and CEO Roles

The Chairman of the Board of Directors provides leadership to the Board of Directors and works with the Board of Directors to define its structure and activities in the fulfillment of its responsibilities. The Company believes that the members of the Board of Directors possess considerable experience and unique knowledge of the challenges and opportunities the Company faces, and therefore are in the best position to evaluate the needs of the Company and how to best organize the capabilities of the Company’s directors and executives to meet those needs. As a result, the Company believes that the decision as toperiodically assesses who should serve as Chairman and as Chief Executive Officer, and whether the offices should be combined or separate, is properly the responsibility of the Board of Directors, to be exercised from time to time inwith appropriate consideration of then-existingcurrent facts and circumstances.

The Company’s current Chief Executive Officer, Dennis S. Hudson, III, also serves as the Chairman of the Board of Directors. He has held the post of Chief Executive Officer for the past 1619 years, Chairman for the past nine12 years, President for the eightnine years prior to being named Chairman, and has also served as Chief Executive Officer of the Bank for the past 2124 years. During this time, Mr. Hudson has led the Company through its growth from a local community bank to an institutionthe fourth largest Florida bank with $2.3nearly $4.7 billion in assets and 3449 full-service branches and five Accelerate business officescommercial banking centers in 12 counties.15 counties today. In light of Mr. Hudson’s significant leadership tenure with the organization, his breadth of knowledge of the Company and his relationship with the institutional investor community, as well as the efficiencies, accountability, unified leadership and cohesive corporate culture that this structure provides, the Board of Directors believes it is appropriate that he serve as both Chief Executive Officer and Chairman.

Independent Lead Director

To further strengthen our corporate governance environment, our independent directors select a lead director from the independent directors if the positions of Chairman and Chief Executive Officer are held by the same person or if the Chairman of the Board is not an independent director. The lead director: coordinates the activitiesrole of the independent directors; collaborates with and makes recommendations to the CEO in setting Board meeting agendas; serves as an ex-officio member of each committee of the Board if not otherwise a member of the committee; reviews responses to director shareholder communications with the Board and if requested by a major shareholder or the CEO,our Lead Independent Director is available for consultation or direct communication; prepares the agenda for executive sessions of the independent directors and chairs those sessions; and is primarily responsible for communications between the independent directors and the CEO. A more complete description of the lead director’s role is containeddescribed in our Corporate Governance Guidelines and availablein the table at the end of this section.

Our current Lead Independent Director is Mr. Roger Goldman. He has served in this capacity since 2012. Mr. Goldman’s experience includes a number of high profile leadership assignments at or on behalf of shareholders or other constituent groups at organizations significantly larger than Seacoast. The depth and breadth of his experience and his willingness and capacity to dedicate a significant portion of his time on behalf of the Company’s website at www.seacoastbanking.net. Roger O. Goldman was selected as Lead DirectorBoard and our shareholders are key inputs in November 2012.our transformative efforts. We aspire to be a significantly larger organization. Our ability to attain our aspirations depends heavily on our success in developing and implementing innovative products and services that are easily accessible, secure, and that make a meaningful difference to our customers. His vision for our future and his “operator” level understanding of the required strategies, investments, talent needs, capabilities, infrastructure and the associated risks provide our Board with an independent and objective perspective on our management.

Executive SessionsMr. Goldman’s affiliation with Seacoast enhances our reputation within the industry, improves the performance and effectiveness of the Board, and enhances our exposure with the investment community. He is uniquely suited to lead the Board during the normal course of business and in its day-to-day interactions with and oversight of management.

In addition to Mr. Goldman’s efforts to ensure an effective and results-oriented Board, he engages on the Board’s behalf with management and employees across the Company. Frequent active, independent, and effective engagement by Mr. Goldman aids our Board of Directors in making informed decisions on our business and risk strategies. He also is well-positioned to assess our executive and managerial talent, succession readiness plans, and leadership development efforts, which are key to our success. Finally, his accessibility and high level of visibility within the Company provides employees with ongoing opportunities to raise issues or concerns free from management’s direct influence. Mr. Goldman provides a wide array of highly valuable services to Seacoast. We believe the associated replacement costs if he were to step down from the Lead Independent Director role are significantly greater than the costs that we would incur to engage a replacement to replicate the services he provides to the Board and our shareholders.

Mr. Goldman devotes significant time to serving as our Lead Independent Director. While the structure of his role and scope of responsibilities are significantly greater than most other US companies, we view his contributions and level of commitment as material to the Company’s success. In order to induce Mr. Goldman to accept the role of Lead Independent Director and ensure that he is paid appropriately for his contributions and time, the Board of Directors approved a compensation package that is discussed below in the “Director Compensation” section under “Lead Independent Director Compensation and Agreement.”

BOARD LEADERSHIP STRUCTURE - DEFINITION OF ROLES

Non-Management Executive Sessions

Our non-management directors our Corporate Governance Guidelines provide forgenerally meet in executive sessions of our independent directors.session following each regularly scheduled Board meeting. Our independent directors have established a policy to meet separately from the other directors in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Company’s independent directors. As specified in the Corporate Governance Guidelines, ourOur Lead Independent Director presides at all executive sessions of the independent directors and non-management directors, and sets the agenda for such executive sessions. Any independent director may call an executive session of independent directors at any time. The independent directors met twiceeight times in executive session in 2013. Interested parties, including the Company’s shareholders, may communicate directly with non-management directors by sending written communications to Non-Management Directors, c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995.2016.

Committee Structure & Other Matters

Oversight is also provided through the extensive work of the Board’s committees – Audit;Audit Committee; Compensation and Governance; andGovernance Committee (“CGC”); Enterprise Risk Management Committee (“ERMC”); and Strategy and Innovation (S&I) Committee – in key areas such as financial reporting, internal controls, compliance, corporate governance, succession planning, compensation programs, strategic planning and risk management. The Audit Committee and the Compensation and Governance CommitteeCGC consist entirely of independent, non-management directors.

In addition, at the end of each year, the Board and each of its committees review a schedule of agenda topics to be considered in the coming year. Each Board and committee member may raise subjects that are not on the agenda at any meeting and suggest items for inclusion in future agendas.

The Company believes that the foregoing structure, policies, and practices, when combined with the Company’s other governance policies and procedures, provide appropriate opportunities for oversight, discussion, and evaluation of decisions and direction from the Board of Directors.

Shareholder Engagement and Board Responsiveness

The company communicates with shareholders in a number of ways:

The Company’s Corporate Governance Guidelines provide for a process by which shareholders may communicate with the Board, a Board committee or the non-management directors as a group, or other individual directors. Shareholders who wish to communicate with the Board of Directors, a Board committee, the Lead Independent Director, Nominating Processother directors or an individual director may do so by sending written communications addressed to the Board of Directors, a Board committee or such group of directors or individual director, c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P.O. Box, 9012, Stuart, Florida 34995. All communications will be compiled by the Company’s Secretary and submitted to the Board of Directors, a committee of the Board of Directors or the appropriate group of directors or individual director, as appropriate, at the next regular meeting of the Board.

Since 2009 the Company has annually included in its proxy statement a separate advisory vote on the compensation paid to its executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related proxy disclosure, commonly known as a “say-on-pay” proposal. Independent surveys have shown that an annual vote is the preferred frequency of most institutional investors. Our Board also endorses an annual vote as we believe it gives shareholders an opportunity to voice their concerns with respect to executive compensation. Shareholder support of our say-on-pay proposal at our 2016 annual meeting declined compared to prior years. (See “Outcome of our 2016 Say-On-Pay vote” in the table below.) Shareholder support of directors standing for re-election at the 2016 annual meeting also dropped compared to prior year. To better understand shareholder interests and concerns, we expanded our shareholder outreach in 2016, taking the following actions:

In these meetings, our shareholders expressed a wide range of viewpoints relating to our performance, compensation, governance and other matters. This engagement process was very informative and constructive.

Below are highlights of the feedback we have received from shareholders and our Board’s response:

¹ Non-GAAP measure; refer to Appendix A - Informtion Regarding Non-GAAP Financial Measures.

The Board and the CGC will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in addressing issues of importance to our investors.

Management Succession Planning and Development

The Board maintains oversight responsibility for succession planning with respect to the position of CEO and monitors and advises management regarding succession planning for other executive officers. The Board’s goal is to have a long-term and continuing program for effective senior leadership development and succession. The Board also has short-term contingency plans in place for emergency and unexpected occurrences, such as the sudden departure, death, or disability of our CEO or other executive officers.

The CompensationCGC, working with the CEO, annually evaluates succession planning at the senior levels of management and Governance Committeereports the results of such evaluation to the Board, along with recommendations on management development and succession planning. The updated succession plan is reviewed and approved by the Board to ensure that competencies are in alignment with our strategic plan. The annual review of the CEO succession planning includes a review of specific individuals identified as active CEO succession candidates, and each of those individuals is reviewed with respect to progress in his or her current job position and progress toward meeting his or her defined leadership development plan. The Company’s CEO and senior management are similarly responsible for supporting “next generation” leadership development by: identifying core talent, skills and capabilities of future leaders within the Company; assessing the individuals against leadership capabilities; identifying talent and skill gaps and development needs; assisting with internal candidate development; and identifying significant external hiring needs.

The Board and individual Board members may meet with, advise and assist CEO succession candidates and become familiar with other senior and future leaders within the Company. Directors are encouraged to become sufficiently familiar with the Company’s executive officers to be able to provide perspective on the experience, capabilities and performance of potential CEO candidates. The Board urges senior management, as well as other members of management who have future leadership potential within the Company, to attend and present at Board meetings so that each can be given appropriate exposure to the Board. The Board may contact and meet with any employee of the Company at any time, and are encouraged to make site visits, to meet with management, and to attend Company, industry and other events.

Executive Officers

Executive officers are appointed annually at the organizational meeting of the respective Boards of Directors of Seacoast and the Bank, to serve until the next annual meeting and until successors are chosen and qualified.

Dennis S. Hudson, III

Age: 61 Education: MBA, Florida State University  Tenure with Seacoast: 40 years		CURRENT ROLE:
		Chairman and CEO of Seacoast and Bank
		SELECT PRIOR EXPERIENCE:
		·   Chairman of Seacoast since July 2005
		·   CEO of Seacoast since June 1998
		·   Chairman and CEO of the Bank since 1992
		·   Director of Seacoast since 1984
		·   40 years of banking experience with Seacoast
		OTHER AFFILIATIONS/CERTIFICATIONS:
		·   Member of board of directors and audit committee of Chesapeake Utilities Corporation, Dover, DE
		·  Board member, Miami Branch of Federal Reserve Bank of Atlanta from 2005 to 2010
		·   Independent director, PENN Capital Funds, a mutual fund group managed by PENN Capital Management
		·   Served on boards of Martin County YMCA Foundation, Council on Aging, American Heart Association, and as Chairman of the Economic Council of Martin County

Stephen A. Fowle

Charles K. Cross, Jr.

David D. Houdeshell

Age: 56 Education: MBA, The Stonier Graduate School of Banking Tenure with Seacoast: 7 years		CURRENT ROLE:
		EVP and Chief Risk Officer of Seacoast and Bank since May 2015
		SELECT PRIOR EXPERIENCE:
		·   EVP and Chief Credit Officer of Seacoast and Bank since June 2010
		·   EVP and Credit Administrative Executive for The South Financial Group in Greenville, SC for 3 years
		·   Chief Credit Officer of Bombardier Capital, a financial services entity of a global transportation manufacturer, for 4 years
		OTHER AFFILIATIONS/CERTIFICATIONS:
		·   Member of audit & compliance committee of Martin Health System, Stuart, FL

Charles M. Shaffer

Management Stock Ownership

As of the Record Date, based on available information, all directors, director nominees and executive officers of Seacoast as a group (19 persons) beneficially owned approximately 1,286,400 outstanding shares of common stock, constituting 3.2% of the total number of shares of common stock outstanding at that date. In addition, as of the Record Date, various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting power over 49,621 outstanding shares, or 0.1% of the outstanding shares, of Seacoast common stock, including shares held as trustee or agent of various Seacoast employee benefit and stock purchase plans.

Director Nomination Process

The CGC serves as the nominating committee of the Company. The Committeecommittee annually reviews and makes recommendations to the full Board of Directors regarding the composition and size of the Board of Directors and its committees, and if determined necessary, recommends potential candidates to the Board for nomination for election to the Board.Board by the Company’s shareholders. The CGC’s goal is to ensure that the Board of Directors consists of a diverse group of members with the proper expertise, skills, personal attributes and personal and professional backgrounds who, individually and collectively, are appropriate to achieve the Company’s strategic vision and business objectives, and best serve the Company’s and shareholders’ long-term interests.

As part of the assessment process, the Compensation and Governance CommitteeCGC evaluates whether the addition of a director or directors with particular attributes, experience, or skill sets could enhance the Board’s effectiveness. During the candidate search process, the CommitteeThe CGC identifies director candidates through business, civic and legal contacts, and may consult with other directors and senior officers andof the Company. The CGC may also hire a search firm to assisthelp it to identify, evaluate and conduct due diligence on potential director candidates. Once a candidate has been identified, the CommitteeCGC confirms that the candidate meets the minimum qualifications for Directordirector nominees, and gathers information about the candidate through interviews, questionnaires, background checks, or any other means that the CommitteeCGC deems to be helpful in the evaluation process. Director candidates are interviewed by a Co-Chairmanthe Chairman of the Compensation and Governance CommitteeCGC and at least one other member of the committee. Each member of the committee participates in the review and discussion of director candidates. Where appropriate, directors who are not on the CommitteeCGC are encouraged to meet with and evaluate the suitability of potential candidates. The CommitteeCGC then evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board in relation to the Company’s strategic goals, and recommends nominees to the Board. The full Board formally nominates candidates for director to be included in the slate of directors presented for shareholder vote based upon the recommendations of the Compensation and Governance CommitteeCGC following this process.

Given the evolving needs and challengesbusiness strategy of the Company, the Compensation and Governance CommitteeCGC believes that the Board of Directors as a whole should have diversity of thought and experience, which may, at any one or more times, include differences with respect to personal, educational or professional experience, gender, ethnicity, national origin, geographic representation, community involvement and age. However, the Compensation and Governance CommitteeCGC does not assign specific weights to any particular criteria. Its goal is to identify nominees that, considered as a group, will possess the talents and characteristics necessary for the Board of Directors to fulfill its responsibilities.responsibilities and advance our strategic mission. In addition, each director must have the qualifications if any, set forth in the Company’s Bylaws, as well as the following qualifications:personal characteristics and core competencies described below as our Director Eligibility Guidelines: