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): May 25, 2017
State Bank Financial Corporation
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
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| | |
| 001-35139 | | 27-1744232 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 3399 Peachtree Road, NE, Suite 1900 | | |
| Atlanta, Georgia | | 30326 |
| (Address of principal executive offices) | | (Zip Code) |
(404) 475-6599
(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:
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))
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 o
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. o
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.07. Submission of Matters to Vote of Security Holders
State Bank Financial Corporation held its Annual Meeting of Shareholders on Thursday, May 25, 2017 in Atlanta, Georgia. We asked our shareholders to vote on the following four proposals:
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| • | to elect 11 directors to serve a one-year term; |
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| • | to conduct a non-binding advisory vote on the compensation of our named executive officers (the “say on pay vote”); |
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| • | to conduct a non-binding advisory vote on the frequency of the advisory vote on the compensation of our named executive officers (the “say on frequency vote”); |
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| • | to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2017. |
Following is a tabulation of the votes with respect to each proposal.
Election of Directors
The following directors were elected with the following votes to serve until the 2018 annual meeting of shareholders or until their respective successors are duly elected and qualified.
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| Nominees | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| James R. Balkcom, Jr. | | 33,055,012 |
| | 56,980 |
| | 14,434 |
| | 3,875,175 |
|
| Archie L. Bransford, Jr. | | 33,058,154 |
| | 52,469 |
| | 15,803 |
| | 3,875,175 |
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| Kim M. Childers | | 32,939,895 |
| | 172,712 |
| | 13,819 |
| | 3,875,175 |
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| Ann Q. Curry | | 33,042,331 |
| | 57,576 |
| | 26,519 |
| | 3,875,175 |
|
| Joseph W. Evans | | 32,953,113 |
| | 155,471 |
| | 17,842 |
| | 3,875,175 |
|
| Virginia A. Hepner | | 33,052,926 |
| | 59,066 |
| | 14,434 |
| | 3,875,175 |
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| John D. Houser | | 33,055,274 |
| | 55,349 |
| | 15,803 |
| | 3,875,175 |
|
| Anne H. Kaiser | | 33,052,683 |
| | 47,224 |
| | 26,519 |
| | 3,875,175 |
|
| William D. McKnight | | 33,047,835 |
| | 52,469 |
| | 26,122 |
| | 3,875,175 |
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| Major General (Retired) Robert H. McMahon | | 33,055,786 |
| | 56,206 |
| | 14,434 |
| | 3,875,175 |
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| J. Thomas Wiley, Jr. | | 33,069,709 |
| | 42,283 |
| | 14,434 |
| | 3,875,175 |
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Say on Pay
The compensation of our named executive officers was approved with the following non-binding votes: |
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 32,756,391 | | 332,812 | | 37,223 | | 3,875,175 |
Say on Frequency
The following votes were cast on the frequency of the advisory vote on the compensation of our named executive officers:
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| | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 28,411,904 | | 831,301 | | 3,754,749 | | 128,472 | | 3,875,175 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board has determined that the company will hold an advisory say on pay vote every year.
Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2017 was approved with the following votes: |
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 36,773,108 | | 84,701 | | 143,792 | | — |
Item 8.01. Other Events
On May 25, 2017, the Board of Directors of State Bank Financial Corporation declared a quarterly dividend of $.14 per common share to be paid on June 13, 2017 to the common stock shareholders of record as of June 5, 2017. A copy of the press release announcing the cash dividend is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| | |
| Exhibit No. | | Exhibit |
| 99.1 | | Press Release issued by State Bank Financial Corporation on May 25, 2017 regarding the announcement of a cash dividend. |
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.
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| | STATE BANK FINANCIAL CORPORATION |
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| Dated: May 26, 2017 | By: | /s/ Sheila E. Ray |
| | | Sheila E. Ray |
| | | Chief Financial Officer |
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