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 19, 2011
Palmetto Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| South Carolina | | 0-26016 | | 74-2235055 |
State or other jurisdiction of incorporation | | Commission File Number | | IRS Employer I.D. number |
| | |
| 306 East North Street, Greenville, South Carolina | | 29601 |
| Address of principal executive offices | | Zip Code |
800.725.2265
Registrant’s telephone number
N/A
(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)) |
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2011, Palmetto Bancshares, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). Of the 50,513,722 shares outstanding and entitled to vote at the Annual Meeting, 44,179,304 were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the Annual Meeting:
| | | | | | | | | | | | | | |
| | | Proposal | | Votes For | | | Votes Withheld | | | Broker
Non-Votes | |
| 1 | | The election as Directors of all nominees listed below, each to serve a term as follows: | | | | | | | | | | | | |
| | Term Expiring at the 2013 Annual Meeting | | | | | | | | | | | | |
| | James J. Lynch | | | 43,543,533 | | | | 430,175 | | | | 205,596 | |
| | Terms Expiring at the 2014 Annual Meeting | | | | | | | | | | | | |
| | Robert B. Goldstein | | | 43,543,533 | | | | 430,175 | | | | 205,596 | |
| | John D. Hopkins, Jr. | | | 43,225,802 | | | | 747,906 | | | | 205,596 | |
| | Jane S. Sosebee | | | 43,015,159 | | | | 958,549 | | | | 205,596 | |
| | John P. Sullivan | | | 43,544,608 | | | | 429,100 | | | | 205,596 | |
| | | | | | | | | | | | | | | | | | |
| | | Proposal | | Votes For | | | Votes Against | | | Votes
Abstained | | | Broker
Non-Votes | |
| 2 | | The approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than one-for-two and not more than one-for-fifteen, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors; | | | 43,238,315 | | | | 610,707 | | | | 330,282 | | | | — | |
| 3 | | The approval of the Palmetto Bancshares, Inc. 2011 Stock Incentive Plan; | | | 42,529,390 | | | | 1,107,153 | | | | 337,165 | | | | 205,596 | |
| | | | | | | | | | | | | | |
| | | Proposal | | Votes For | | | Votes Against | | | Votes
Abstained | |
| 4 | | The ratification of the appointment of Elliott Davis LLC as our independent registered public accounting firm for fiscal year 2011; | | | 43,491,219 | | | | 629,329 | | | | 58,756 | |
| | | | | | | | | | | | | | | | | | |
| | | Proposal | | Votes For | | | Votes Against | | | Votes
Abstained | | | Broker
Non-Votes | |
| 5 | | The approval, in a non-binding resolution, to approve the compensation of our named executive officers (“Say-on-Pay”); | | | 43,022,976 | | | | 605,293 | | | | 345,439 | | | | 205,596 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Proposal | | One Year | | | Two Years | | | Three Years | | | Votes
Abstained | | | Broker
Non-Votes | |
| 6 | | The recommendation, in a non-binding vote, of the frequency of shareholder votes on the Company’s named executive officer compensation; and | | | 5,843,425 | | | | 1,373,074 | | | | 36,362,468 | | | | 394,741 | | | | 205,596 | |
| | | | | | | | | | | | | | | | | | |
| | | Proposal | | Votes For | | | Votes Against | | | Votes
Abstained | | | Broker
Non-Votes | |
| 7 | | Grant the chairperson of the Annual Meeting the authority to adjourn or postpone the Annual Meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the Annual Meeting to adopt the Amended and Restated Articles of Incorporation. | | | 43,157,213 | | | | 1,001,526 | | | | 20,565 | | | | — | |
SECTION 7 - REGULATION FD
Item 7.01. Regulation FD Disclosure
During the Annual Meeting, an informational update was presented by Samuel L. Erwin, Chief Executive Officer, and Lee S. Dixon, Chief Operating Officer. A copy of the presentation is attached as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 is being furnished, not filed. Accordingly, the information in this Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that (i) the information in this report is material or complete or (ii) investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 contains projections and forward-looking statements regarding events or the future financial performance of the Company within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” and “projects,” as well as similar expressions. Forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Factors which could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements include, but are not limited to: (1) the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which could result in, among other things, a deterioration in the credit quality or a reduced demand for credit, including the resultant effect on our loan portfolio and allowance for loan losses and the rate of delinquencies and amounts of charge-offs, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (2) the risk that the preliminary financial information reported herein and our current preliminary analysis will be different when our review is finalized; (3) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) and the impact of such conditions on the company; and (4) actions taken by banking regulatory agencies related to the banking industry in general and the Company specifically.
Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by our Company or any person that the future events, plans, or expectations contemplated by our Company will be achieved. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our reports (such as Annual Reports on Form 10-K and Form 10-K/A, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
| | |
| Item Number | | Exhibit |
| |
| 99.1 | | Presentation delivered at Annual Meeting on May 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 hereunto duly authorized.
|
| PALMETTO BANCSHARES, INC. |
|
| By: |
|
| /S/ ROY D. JONES |
| Roy D. Jones |
| Chief Financial Officer |
Date: May 19, 2011
INDEX TO EXHIBITS
| | |
| Item Number | | Exhibit |
| |
| 99.1 | | Presentation presented May 19, 2011 |
