Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the special meeting, the following proposals were considered:
1. a proposal to approve the merger agreement (the "South State merger
proposal");
2. a proposal to approve an amendment to South State's articles of incorporation
to increase the number of authorized shares of South State common stock from 80,000,000 shares to 160,000,000 shares (such amendment, the "South State articles amendment" and such proposal, the "South State authorized share count proposal");
3. a proposal to approve, on an advisory (non-binding) basis, the merger-related
named executive officer compensation that will or may be paid to South State's named executive officers in connection with the merger (the "South State compensation proposal"); and
4. a proposal to adjourn or postpone the special meeting, if necessary or
appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the South State merger proposal or the South State authorized share count proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of South State common stock (the "South State adjournment proposal").
Each of the four proposals was approved by the requisite vote of South State's
shareholders. The final voting results for each proposal are described below.
For more information on each of these proposals, see the definitive joint proxy
statement/prospectus filed by South State with the
1. South State merger proposal: For Against Abstain Broker Non-Votes 26,117,680 189,172 76,204 N/A 2. South State authorized share count proposal: For Against Abstain Broker Non-Votes 26,057,306 243,774 81,976 N/A 3. South State compensation proposal: For Against Abstain Broker Non-Votes 17,281,550 8,984,835 116,671 N/A 4. South State adjournment proposal: For Against Abstain Broker Non-Votes 22,985,983 3,268,782 128,291 N/A
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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