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Item 4.01 | | | Changes in Registrant's Certifying Accountant. |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On November 21, 2022, SouthState Corporation (the “Company”) announced the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of its current independent registered public accounting firm, FORVIS, LLP (“FORVIS”). FORVIS will complete its current engagement for the fiscal year ending December 31, 2022, including the audit of the Company’s consolidated financial statements for such fiscal year, and such other audits as outlined under the 2022 audit plan and such engagement will be complete and FORVIS dismissed as of the completion of those audit engagements.
The reports of FORVIS (formerly, Dixon Hughes Goodman LLP) on the Company's consolidated financial statements for the fiscal years ended December 31, 2020, and December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2020, and December 31, 2021, and the subsequent interim period from January 1, 2022 through November 21, 2022, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with FORVIS on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of FORVIS, would have caused FORVIS to make reference thereto in its reports on the consolidated financial statements for such years.
During the fiscal years ended December 31, 2020, and December 31, 2021, and the subsequent interim period from January 1, 2022 through November 21, 2022, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided FORVIS with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that FORVIS furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not FORVIS agrees with the statements made by the Company in this report. A copy of FORVIS's letter to the SEC dated November 21, 2022, is attached as Exhibit 16.1 to this report.
(b) Appointment of New Independent Registered Public Accounting Firm
On November 21, 2022, the Company announced the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm to perform independent audit services beginning with the fiscal year ending December 31, 2023, subject to the completion of EY’s standard client acceptance procedures.
During the fiscal years ended December 31, 2020, and December 31, 2021, and the subsequent interim period from January 1, 2022 through November 21, 2022, neither the Company, nor anyone on its behalf, consulted EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by EY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
