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): April 27, 2021
Capital CIty Bank Group, Inc.
(Exact name of registrant as specified in its charter)
Florida | 0-13358 | 59-2273542 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
217 North Monroe Street, Tallahassee, Florida | 32301 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: (850) 402-7821
___________________________________________________
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par value $0.01 | CCBG | Nasdaq Stock Market, LLC |
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
CAPITAL CITY BANK GROUP, INC.
FORM 8-K
CURRENT REPORT
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On April 27, 2021, Capital City Bank Group, Inc. (the “Company”) held its 2021 Annual Meeting of Shareowners (the “2021 Annual Meeting”). At the Annual Meeting, the Company’s shareowners voted to approve the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”), which primarily declassified the Board of Directors (the “Board”) and provided for annual election of all directors beginning with the 2021 Annual Meeting. This description is a summary that is qualified in its entirety by reference to the Amended and Restated Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. During the meeting on April 27, 2021 and immediately following the vote on the Amended and Restated Articles, the Company filed Articles of Restatement with the Secretary of State of the State of Florida to effect the Amended and Restated Articles and provide for annual election of all directors at the 2021 Annual Meeting and thereafter.
(b) In connection with the proposal to adopt the Amended and Restated Articles, the Board had previously contingently adopted Amended and Restated Bylaws (the “Bylaws”), to, among other things, declassify the Board, which became effective upon the filing of the Articles of Restatement to effect the Amended and Restated Articles with the Secretary of State of the State of Florida. Many of the changes in the Bylaws reflect changes in the Florida Business Corporation Act, which was extensively amended effective January 1, 2020. Other changes were designed to simplify the Bylaws and conform the Bylaws to current corporate governance practices.
Changes in specific sections are described in greater detail below.
| Section | Description of Change |
| 1.3 – Place | Provides that shareowner meetings can be held by means of remote communication (i.e., virtually), if so determined by the Board. |
| 1.11 – Voting for Directors | Clarifies that directors are elected by a majority of the votes cast by shareowners, except when there are more nominees than the number of directors to be elected, when directors are elected by a plurality vote. |
| 1.16 – Shareowner Nominations and Proposals; 1.17 – Submission of Questionnaire, Representation and Agreement | Replaces the prior provisions in their entirety to reflect current practice with respect to advance notice of shareowners nominations and other proposals. |
| 1.19 – Organization; 1.20 – Conduct of Meetings | New provisions govern the organization and conduct of shareowner meetings, including who presides at meetings and his/her authority with respect to meetings. |
| 2.3 – Selection and Term; 2.7 – Vacancies | Reflects that all directors are elected annually instead of staggered three-year terms. |
| 2.13 – Action Without a Meeting | Specifies that the Board or a committee may act by unanimous consent in writing or by electronic communications. |
| 7.6 – Advance Reimbursement | Provides that advance reimbursement for legal and other fees will be terminated in the event that an indemnified person pleads guilty or nolo contendere (no contest) to a felony charge arising out of misconduct committed by such person in his or her capacity as a director, officer, employee, or agent of the Company or in certain other capacities. |
| Article VIII – Amendments | Revisions made to Bylaw amendment provisions.
|
This description is a summary that is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on April 27, 2021. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. The following summarizes all matters voted on at the Annual Meeting.
| 1. | Shareowners approved the Amended and Restated Articles, which declassified the Board, effective at the 2021 Annual Meeting. The number of votes cast were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 12,706,907 | 861 | 871 | 1,369,249 |
| 2. | The following directors were elected for a term to expire at the 2022 annual meeting and until their successors are elected and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast were as follows: |
| For | Withheld | Broker Non-Votes | |
| Robert Antoine | 12,466,754 | 241,885 | 1,369,249 |
| Thomas A. Barron | 12,670,189 | 38,450 | 1,369,249 |
| Allan G. Bense | 12,649,022 | 59,617 | 1,369,249 |
| Stanley W. Connally, Jr. | 10,966,897 | 1,741,742 | 1,369,249 |
| Cader B. Cox, III | 12,232,579 | 476,060 | 1,369,249 |
| Marshall M. Criser III | 12,488,525 | 220,114 | 1,369,249 |
| J. Everitt Drew | 12,407,567 | 301,072 | 1,369,249 |
| Eric Grant | 12,648,998 | 59,641 | 1,369,249 |
| Laura L. Johnson | 12,651,810 | 56,829 | 1,369,249 |
| John G. Sample, Jr. | 12,679,654 | 28,985 | 1,369,249 |
| Willian G. Smith, Jr. | 12,666,157 | 42,482 | 1,369,249 |
| 3. | Shareowners approved the adoption of the 2021 Director Stock Purchase Plan. The number of votes cast were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 12,665,543 | 30,941 | 12,155 | 1,369,249 |
| 4. | Shareowners approved the adoption of the 2021 Associate Stock Purchase Plan. The number of votes cast were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 12,676,079 | 23,025 | 9,525 | 1,369,249 |
| 5. | Shareowners approved the adoption of the 2021 Associate Incentive Plan. The number of votes cast were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 12,270,591 | 411,378 | 26,670 | 1,369,249 |
| 6. | Shareowners ratified the expected appointment of Ernst & Young as the Company’s independent auditors for the 2021 fiscal year. The number of votes cast were as follows: |
| For | Against | Abstain |
| 14,070,796 | 6,564 | 528 |
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of the Company (April 27, 2021). | |
| 3.2 | Amended and Restated Bylaws of the Company (April 27, 2021). |
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.
| CAPITAL CITY BANK GROUP, INC. | ||||
| Date: | May 3, 2021 | By: | /s/ J. Kimbrough Davis | |
| J. Kimbrough Davis, | ||||
| Executive Vice President and Chief Financial Officer | ||||