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) March 7, 2019
CENTERSTATE BANK CORPORATION
(Exact name of registrant as specified in its charter)
Florida | | 000-32017 | | 59-3606741 |
(State or other jurisdiction
of incorporation) | | (Commission
file number) | | (IRS employer
identification no.) |
1101 First Street South, Suite 202, Winter Haven, FL | | 33880 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (863) 293-4710
Not Applicable
(Former name or former address, if changed since last report)
___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07Submission of Matters to a Vote of Security Holders
A Special Meeting of Shareholders of CenterState Bank Corporation (“CenterState”) was held on March 7, 2019. A quorum was present, and Proposal 1 listed below was submitted to a vote of the shareholders. The proposals listed below are described in detail in the joint proxy statement/prospectus filed with the Securities and Exchange Commission on January 28, 2019. The final results of the shareholder votes are as follows:
Proposal 1 – Approval of Issuance of CenterState Common Stock
The shareholders approved the issuance of shares of CenterState common stock pursuant to the Agreement and Plan of Merger (“Merger Agreement”) between CenterState and National Commerce Corporation (“NCC”) dated as of November 23, 2018, pursuant to which NCC will merge with and into CenterState with CenterState as the surviving company, as follows:
| |
For | 73,628,223 |
Against | 114,587 |
Abstain | 327,733 |
Broker non votes | N/A |
Proposal 2 – Approval of Adjournment of Special Meeting
The proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes present at the Special Meeting in person or by proxy to approve the issuance of shares of CenterState common stock pursuant to the Merger Agreement, was not considered by the shareholders based on the approval of Proposal 1 at the special meeting.
Completion of the merger is expected to occur in the second quarter of 2019, subject to receipt of regulatory approvals and other customary closing conditions.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
Some of the statements in this report constitute forward-looking statements, within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements related to future events, other future financial and operating performance, costs, revenues, economic conditions in our markets, loan performance, credit risks, collateral values and credit conditions, or business strategies, including expansion and acquisition activities and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot assure you that future results, levels of activity, performance or goals will be achieved, and actual results may differ from those set forth in the forward looking statements.
Forward-looking statements, with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, as well as beyond the control of NCC, many of which, with respect to future business decisions and actions, are subject to change, and which may cause the actual results, performance or achievements of the Company or its nationally chartered bank subsidiary, CenterState Bank, N.A. (“the Bank”), to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Examples of uncertainties and contingencies include, among other important factors, general economic and business conditions, expectations of and actual timing and amount of interest rate movements, including the slope and shape of the yield curve, which can have a significant impact on a financial services institution, market and monetary fluctuations, including fluctuations in mortgage markets, responses to any or all of these conditions, the actions of the Securities and Exchange Commission, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and other regulators and agencies, pending, threatened, or possible future regulatory or judicial actions, proceedings or outcomes, changes in laws and regulations applicable to the Company, or NCC, the possibility that the proposed transactions will not close when expected, the possibility that the anticipated benefits of the transactions will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies, the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, the Company’s and NCC’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and other factors that may affect future results of the Company and NCC, both individually and as a combined entity. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and otherwise in our SEC reports and filings, and in NCC’s Annual Report on Form 10-K for the year ended December 31, 2018 and in its other SEC reports and filings. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2018, and otherwise in our SEC reports and filings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTERSTATE BANK CORPORATION |
| | |
| By: | /s/ Jennifer L. Idell |
| | Jennifer L. Idell |
| | Executive Vice President and |
| | Chief Financial Officer |
Date: March 7, 2019
