UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 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) May 21, 2024 |
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| Southern First Bancshares, Inc. |
| (Exact name of registrant as specified in its charter) |
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| South Carolina |
| (State or other jurisdiction of incorporation) |
| |
| 000-27719 | 58-2459561 |
| (Commission File Number) | (IRS Employer Identification No.) |
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| 6 Verdae Boulevard, Greenville, SC | 29607 |
| (Address of principal executive offices) | (Zip Code) |
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| (864) 679-9000 |
| (Registrant's telephone number, including area code) |
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| 100 Verdae Boulevard, Suite 100, Greenville, SC |
| (Former name or former address, if changed since last report) |
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| 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): |
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| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
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| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | SFST | The Nasdaq Global Market |
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.
On May 21, 2024, of the 8,156,109 shares of common stock outstanding and entitled to vote at the 2024 Annual Shareholders’ Meeting, 7,236,350 shares (88.72%) were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the 2024 Annual Shareholders’ Meeting:
| 1. | the election of four members to our board of directors to serve a one-year term; |
| 2. | the amendment to the Articles of Incorporation to increase the number of authorized shares of common stock to 20,000,000; |
| 3. | the amendment to the Southern First Bancshares, Inc. 2020 Equity Incentive Plan to extend its term for an additional three years; |
| 4. | the non-binding resolution on our executive compensation policies and procedures; and |
| 5. | the ratification of the appointment of Elliott Davis, LLC as our independent public accountant. |
The following is a summary of the voting results for each matter presented to the shareholders:
| Director’s Name | | Votes For | | Votes
Withheld | | Broker Non-Votes |
| Mark A. Cothran | | 5,913,146 | | 500,149 | | 823,055 |
| Rudolph G. Johnstone, III, M.D. | | 4,731,316 | | 1,681,979 | | 823,055 |
| R. Arthur Seaver, Jr. | | 6,209,128 | | 204,167 | | 823,055 |
| Anna T. Locke | | 6,233,488 | | 179,807 | | 823,055 |
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
Directors Whose Terms Will Expire in 2025
Mark A. Cothran
Leighton M. Cubbage
David G. Ellison
Terry Grayson-Caprio
Rudolph G. Johnstone, III, M.D.
Anna T. Locke
James B. Orders, III
R. Arthur Seaver, Jr.
Directors Whose Terms Will Expire in 2026
Andrew B. Cajka
Anne S. Ellefson
Tecumseh Hooper, Jr.
Ray A. Lattimore
William A. Maner, IV
2. Approval of Amendment to the Articles of Incorporation
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 5,442,831 | | 967,774 | | 2,690 | | 823,055 |
3. Approval of Southern First Bancshares, Inc. 2020 Equity Incentive Plan
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 6,093,781 | | 316,950 | | 2,564 | | 823,055 |
4. Approval of Compensation of Named Executive Officers
| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 4,726,923 | | 1,679,894 | | 6,478 | | 823,055 |
5. Ratification of the Appointment of Elliott Davis, LLC
| Votes For | | Votes Against | | Votes Abstained |
| 7,202,036 | | 30,200 | | 4,114 |
ITEM 7.01. Regulation FD Disclosure.
On May 21, 2024, the Company made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.
The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
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.
| | SOUTHERN FIRST BANCSHARES, INC. |
| | |
| | By: | /s/ Christian J. Zych |
| | Name: | Christian J. Zych |
| | Title: | Chief Financial Officer |
May 21, 2024
