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| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of |
| the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): March 19, 2014 |
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| | SOUTHEASTERN BANK FINANCIAL CORPORATION | |
| (Exact name of Registrant as Specified in Charter) |
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| | Georgia | | | | 0-24172 | | | | 58-2005097 | |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| | 3530 Wheeler Road, Augusta, Georgia 30909 | |
| (Address of Principal Executive Offices) |
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| | (706) 738-6990 | |
| Registrant’s telephone number, including area code |
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| 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:
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| 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)) |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 19, 2014, the Compensation Committee of Southeastern Bank Financial Corporation (the “Company”) approved grants of restricted stock to certain of its directors and executive officers, as further described below. The shares vest in equal one-third increments on each of February 1, 2015; February 1, 2016; and February 1, 2017. See Exhibits 10.1 and 10.2 to this report for the forms of Restricted Stock Award Agreement between the Company and the recipients listed below.
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| Name | | Title | | No. of Shares |
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| William J. Badger | Director | 3,000 |
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| Patrick D. Cunning | Director | 3,000 |
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| Warren A. Daniel | Director | 3,000 |
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| Edward G. Meybohm | Director | 3,000 |
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| Robert W. Pollard | Chairman of the Board | 3,000 |
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| Larry S. Prather | Director | 3,000 |
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| Randolph R. Smith, MD | Director | 3,000 |
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| John W. Trulock | Director | 3,000 |
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| R. Daniel Blanton | President, Chief Executive Officer and Director | 9,000 |
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| Ronald L. Thigpen | Executive Vice President, Chief Operating Officer and Director | 9,000 |
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| Darrell R. Rains | Group Vice President and Chief Financial Officer | 4,500 |
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| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are filed herewith:
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| Exhibit 10.1: | Form of Employee Restricted Stock Award Agreement dated March 19, 2014 between the Company and each of Messrs. Blanton, Thigpen and Rains. |
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| Exhibit 10.2: | Form of Director Restricted Stock Award Agreement dated March 19, 2014 between the Company and each of Messrs. Badger, Cunning, Daniel, Meybohm, Pollard, Prather, Smith and Trulock. |
[Signature on next page]
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.
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| | SOUTHEASTERN BANK FINANCIAL
CORPORATION |
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| DATE: March 25, 2014 | /s/ Darrell R. Rains |
| | Darrell R. Rains |
| | Group Vice President and Chief Financial Officer |
