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) | | September 13, 2011 |
First Security Group, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
|
| (State or Other Jurisdiction of Incorporation) |
| 000-49747 | 58-2461486 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 531 Broad Street, Chattanooga, Tennessee | 37402 |
| (Address of Principal Executive Offices) | (Zip Code) |
|
| (Registrant’s telephone number, including area code) |
|
| (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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 13, 2011 (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 as Directors of First Security to serve until the 2012 Annual Meeting of Shareholders and until their successors have been elected and qualified:
| | | | | | | Broker |
| | | | | | |
| Ralph E. Coffman, Jr. | | 6,570,016 | | 410,212 | | 4,549,204 |
| John J. Clarke, Jr. | | 6,572,567 | | 407,661 | | 4,549,204 |
| William C. Hall | | 4,980,007 | | 2,000,221 | | 4,549,204 |
| Carol H. Jackson | | 4,815,416 | | 2,164,812 | | 4,549,204 |
| Robert P. Keller | | 6,571,308 | | 408,920 | | 4,549,204 |
| Ralph L. Kendall | | 4,815,736 | | 2,164,492 | | 4,549,204 |
| Kelly P. Kirkland | | 6,487,992 | | 492,236 | | 4,549,204 |
Although Mr. Clarke was elected to serve on First Security’s Board of Directors by the shareholders at First Security’s Annual Meeting, he will not take office until receiving applicable regulatory non-objection to his appointment. First Security will make a public announcement at the time Mr. Clarke formally joins First Security’s Board of Directors.
A non-binding resolution approving the compensation of First Security’s executives, as disclosed under the federal securities laws, was approved by the vote set forth below:
| | | | | | | Broker |
| | | | | | |
| 6,454,815 | | 356,798 | | 168,615 | | 4,549,204 |
An amendment to First Security’s Articles of Incorporation to effect a ten-for-one reverse stock split of First Security’s common stock was approved by the vote set forth below:
| | | | |
| 10,556,788 | | 829,501 | | 143,143 |
The appointment of Crowe Horwath LLP, as First Security’s independent public accounting firm for the fiscal year ending December 31, 2011 was ratified by the vote set forth below:
| | | | |
| 9,660,448 | | 1,854,256 | | 14,728 |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits. The following exhibits are being furnished with this Report:
| Exhibit No. | | Exhibit Description |
| | Press Release, dated September 19, 2011 |
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.
| | | FIRST SECURITY GROUP, INC. |
| | | | | |
| Dated: | September 19, 2011 | | | |
| | | By: | /s/ John R. Haddock | |
| | | Name: | John R. Haddock | |
| | | Title: | Chief Financial Officer | |
