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 26, 2016
SOUTHWEST GEORGIA FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
| Georgia | 001-12053 | 58-1392259 | ||
| (State or other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| Incorporation or Organization) | Identification No.) |
| 201 First Street, S.E. | ||
| Moultrie, Georgia | 31768 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (229) 985-1120
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act. |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of the Corporation was held on May 24, 2016. Total shares eligible to vote amounted to 2,547,837. A total of 2,132,280 shares (83.69%) were represented by shareholders in attendance or by proxy.
Proposal 1: Election of Directors
The following nine directors were elected to serve on the Board of Directors for one year until the next annual meeting.
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Cecil H. Barber | 1,391,335 | 11,946 | 728,999 | |||||||||
| John J. Cole, Jr. | 1,401,470 | 1,811 | 728,999 | |||||||||
| DeWitt Drew | 1,400,201 | 3,080 | 728,999 | |||||||||
| Michael J. McLean | 1,394,485 | 8,796 | 728,999 | |||||||||
| Richard L. Moss | 1,360,864 | 42,417 | 728,999 | |||||||||
| Roy H. Reeves | 1,367,899 | 35,382 | 728,999 | |||||||||
| Johnny R. Slocumb | 1,401,470 | 1,811 | 728,999 | |||||||||
| M. Lane Wear | 1,394,435 | 8,846 | 728,999 | |||||||||
| Marcus R. Wells | 1,364,999 | 38,282 | 728,999 | |||||||||
Proposal 2: Amendment to the Directors and Executive Officers Stock Purchase Plan
The amendment to the Directors and Executive Officers Stock Purchase Plan was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 1,288,017 | 105,499 | 9,765 | 728,999 |
Proposal 3: “Say on Pay” Resolution
The advisory “say on pay” resolution supporting the compensation plan for the executive officers was approved.
| For | Against | Abstained | Broker Non-Votes | |||
| 1,376,688 | 16,629 | 9,964 | 728,999 |
Proposal 4: Appointment of Independent Auditors
TJS Deemer Dana, LLP, was appointed as our independent auditors for the fiscal year 2016.
| For | Against | Abstained | Broker Non-Votes | |||
| 2,124,865 | 75 | 7,340 | 0 |
ITEM 8.01 OTHER EVENTS
On May 26, 2016, Southwest Georgia Financial Corporation announced that its Board of Directors at its meeting yesterday declared a quarterly cash dividend of $0.10 per common share. The dividend is payable June 16, 2016, to shareholders of record on June 6, 2016. The Corporation paid a quarterly cash dividend of $0.10 per common share in March 2016. Southwest Georgia Financial Corporation or its predecessor, Southwest Georgia Bank, has paid cash dividends for 88 consecutive years.
A copy of that press release is attached as Exhibit 99.1 to this Current Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The following exhibit is furnished with this report.
Exhibit 99.1: Southwest Georgia Financial Corporation’s press release dated May 26, 2016.
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.
| SOUTHWEST GEORGIA FINANCIAL CORPORATION | ||
| BY: | /s/George R. Kirkland | |
| GEORGE R. KIRKLAND | ||
| EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL | ||
| OFFICER, AND TREASURER |
Date: May 26, 2016
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 26, 2016 |