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):October 15, 2014
CAROLINA FINANCIAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-19029 | 57-1039637 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 288 Meeting Street, Charleston, South Carolina | 29401 |
| (Address of Principal Executive Offices) | (Zip Code) |
(843) 723-7700
(Registrant’s Telephone Number, Including Area Code)
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 (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))
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 15, 2014, the Board of Directors of Carolina Financial Corporation (the “Corporation”) amended the Corporation’s Amended and Restated Bylaws to decrease the mandatory retirement age of directors from 79 to 75.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Item | Exhibit |
| | |
| 3.1 | Second Amendment to the Amended and Restated Bylaws, approved October 15, 2014. |
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.
| | CAROLINA FINANCIAL CORPORATION | |
| | Registrant | |
| | | | |
| | By: | /s/ William A. Gehman, III | |
| | Name: | William A. Gehman, III | |
| | Title: | Chief Financial Officer | |
Dated: October 16, 2014
Exhibit List
3.1 Second Amendment to the Amended and Restated Bylaws, approved October 15, 2014.
