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): February 1, 2012
First Financial Holdings, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 0-17122 | 57-0866076 |
| State or other jurisdiction of incorporation | Commission File Number | I.R.S. Employer I.D. number |
Registrant's telephone number (including area code): (843) 529-5933
Not applicable
(Former name or former address, if changed since last report)
| ¨ | 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-4c under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 -- Financial Information
Item 2.02 Results of Operations and Financial Condition
On January 30, 2012, First Financial Holdings, Inc. announced its quarterly financial results and declared a cash dividend. For more information regarding this matter, see the press release attached hereto as Exhibit 99.1.
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting of Shareholders on January 26, 2012, the shareholders voted to (1) elect four directors to serve three-year terms; (2) provide advisory approval of the compensation of named executive officers (“say on pay”); (3) provide advisory approval of the frequency of the vote on compensation of named executive officers (“say on frequency”); and (4) ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012. The following tables set forth the voting results on each matter.
| Director Nominee | | For | | Withheld | | Broker Non-Votes | | % Votes For |
| R. Wayne Hall | | 10,973,235 | | 480,430 | | 3,283,983 | | 95.8% |
| James L. Rowe | | 11,282,983 | | 170,682 | | 3,283,983 | | 98.5% |
| Richard W. Salmons, Jr. | | 11,296,821 | | 156,844 | | 3,283,983 | | 98.6% |
| Henry M. Swink | | 11,274,971 | | 178,694 | | 3,283,983 | | 98.4% |
| Proposal | | For | | Against | | Abstain | | Broker Non-Votes |
| Provide advisory approval of the compensation of named executive officers (“say on pay”) | | 10,817,447 | | 445,149 | | 191,068 | | 3,283,984 |
| | | | | | | | | |
| | | One Year | | Two Years | | Three Years | | Abstain |
| Provide advisory approval for the frequency of the vote on compensation of named executive officers (“say on frequency”) | | 7,887,169 | | 93,729 | | 3,219,703 | | 253,064 |
| | | | | | | | | |
| | | | | | | | | Broker Non-Votes |
| | | | | | | | | 3,283,983 |
| | | | | | | | | |
| Proposal | | For | | Against | | Abstain | | Broker Non-Votes |
| Ratify the appointment of Grant Thornton LLP as independent registered accounting firm for the fiscal year ending December 31, 2012 | | 14,647,683 | | 28,518 | | 61,447 | | N/A |
In light of the voting results with respect to the say on frequency advisory vote, the Company has decided that the Company will hold an advisory vote on named executive officer compensation annually.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit (99.1). Press release dated January 30, 2012.
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.
| | | |
| | | FIRST FINANCIAL HOLDINGS, INC |
| | | |
| | | |
| | | /s/ Blaise B. Bettendorf |
| | | Blaise B. Bettendorf |
| | | Executive Vice President |
| | | and Chief Financial Officer |
| | | |
| Date: February 1, 2012 | | |
EXHIBIT INDEX
Exhibit Number | | Description |
| | | |
| 99.1 | | First Financial Holdings, Inc. announces quarterly financial results and declares cash dividend |
