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
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| | |
| Date of report (Date of earlies event reported) | | June 20, 2012 |
First Security Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Tennessee
(State or Other Jurisdiction of Incorporation)
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| | |
| 000-49747 | | 58-2461486 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 531 Broad Street, Chattanooga, Tennessee | | 37402 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(423) 266-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of the First Security Group, Inc. (“First Security”) was held on June 20, 2012 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. The matters listed below were submitted to a vote of First Security's shareholders and the final voting results were as follows:
The following nominees were elected by First Security's common stock holders as Directors of First Security to serve until the 2013 Annual Meeting of Shareholders and until their successors have been elected and qualified:
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| Name | For | Withheld | Broker Non-Votes |
| William C. Hall | 630,608 | 33,428 | 558,375 |
| Carol H. Jackson | 627,216 | 36,820 | 558,375 |
| Robert P. Keller | 645,203 | 18,833 | 558,375 |
| Ralph L. Kendall | 636,516 | 27,520 | 558,375 |
| Kelly P. Kirkland | 631,976 | 32,060 | 558,375 |
| D. Michael Kramer | 658,222 | 5,814 | 558,375 |
| Larry D. Mauldin | 658,554 | 5,484 | 558,375 |
The following nominees were elected by First Security's Series A Preferred Stock holder as Directors of First Security to serve until the 2013 Annual Meeting of Shareholders and until their successors are elected and qualified, or until all dividends payable on all outstanding shares of the Series A Preferred Stock have been declared and paid in full:
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| Name |
| William F. Grant, III |
| Robert R. Lane |
A non-binding resolution approving the compensation of First Security's executive officers, as disclosed under the federal securities laws, was approved by the vote set forth below:
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| | | | |
| For | Against | Abstentions | Broker Non-Votes | |
| 595,317 | 47,602 | 21,117 | 558,375 | |
The shareholders approved the adoption of the First Security Group, Inc. 2012 Long-Term Incentive Plan by the vote set forth below:
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| | | | |
| For | Against | Abstentions | Broker Non-Votes | |
| 479,496 | 160,847 | 25,524 | 556,544 | |
The appointment of Crowe Horwath LLP, as First Security's independent public accounting firm for the fiscal year ending December 31, 2012 was ratified by the vote set forth below:
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| | | | |
| For | Against | Abstentions | Broker Non-Votes | |
| 1,209,345 | 5,533 | 3,182 | 4,351 | |
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 thereunto duly authorized.
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| FIRST SECURITY GROUP, INC |
| Dated: | June 26, 2012 |
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| By: | /s/ John R. Haddock |
| Name: | John R. Haddock |
| Title: | Chief Financial Officer |
