UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2011
HERITAGE FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Maryland | 001-34902 | 38-3814230 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
721 North Westover Boulevard, Albany, Georgia 31707
(Address of principal executive offices)
(229) 420-0000
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:
| 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)) |
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) updates information originally provided under Item 5.07 in a Current Report on Form 8-K, filed June 22, 2011 (the “Original Filing”), in which the Heritage Financial Group, Inc. (the “Company”) reported voting results for its Annual Meeting of Stockholders held on June 22, 2011 (the “Annual Meeting”), including the voting results for both the Company’s stockholder advisory vote on the compensation of its named executive officers (the “Say on Pay Vote”) and the Company’s stockholder advisory vote regarding the frequency of future Say on Pay Votes (the “Frequency Vote”). The sole purpose of this Amendment is to revise Item 5.07 to disclose the Company’s decision, in light of the results of the Frequency Vote at the Annual Meeting, as to how frequently the Company will include a Say on Pay Vote in its annual meeting proxy materials until the next required Frequency Vote is held. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Filing, and this Amendment should be read in conjunction with the Original Filing.
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 22, 2011, Heritage Financial Group, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, stockholders approved (1) the election of Mr. Joseph C. Burger, Jr. and Ms. Carol W. Slappey for three-year terms as directors; (2) the Heritage Financial Group, Inc. 2011 Equity Incentive Plan; (3) the advisory (non-binding) resolution on executive compensation (the “Say on Pay Vote”); (4) on the advisory (non-binding) vote frequency of future Say on Pay Votes (the “Frequency Vote”), the most votes were received for a frequency of one year; and (5) the ratification of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. A breakdown of the votes cast is set forth below.
| 1. | The election of directors. |
| | | | | | Broker |
| | For | | Withheld | | Non-votes |
| | | | | | |
| Joseph C. Burger, Jr. | 6,807,819 | | 310,612 | | 692,044 |
| Carol W. Slappey | 6,812,556 | | | | 692,044 |
| 2. | The approval of the Heritage Financial Group, Inc. 2011 Incentive Plan. |
| | | | | | | Broker |
| For | | Against | | Abstain | | Non-votes |
| 5,529,482 | | 1,561,102 | | 27,847 | | 692,044 |
| 3. | The advisory (non-binding) resolution to approve executive compensation. |
| | | | | | | Broker |
| For | | Against | | Abstain | | Non-votes |
| 6,784,796 | | 149,052 | | 184,583 | | 692,044 |
| 4. | The advisory (non-binding) resolution to how often stockholders shall vote on executive compensation – every three, two or one year (s). |
| Three | | Two | | One | | | | Broker |
| Years | | Years | | Year | | Abstain | | Non-votes |
| 2,140,671 | | 159,640 | | 4,722,458 | | 95,662 | | 692,044 |
| 5. | The ratification of the appointment of Mauldin & Jenkins, LLC as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 2011. |
| For | | Against | | Abstain |
| 7,792,362 | | 15,580 | | 2,533 |
On November 16, 2011, the Board of Directors of the Company determined, in light of the results of the Frequency Vote at the Annual Meeting, that the Company will include a Say on Pay Vote in its annual meeting proxy materials every year until the next required Frequency Vote is held.
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.
| | HERITAGE FINANCIAL GROUP, INC. |
| | | | |
| | | | |
| Date: November 16, 2011 | | By: | /s/ T. Heath Fountain |
| | | | T. Heath Fountain |
| | | | Executive Vice President |
| | | | Chief Administrative Officer and |
| | | | Chief Financial Officer |
| | | | (Principal Financial and Accounting Officer) |
