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)      May 20, 2014    
    Southern First Bancshares, Inc.    
(Exact name of registrant as specified in its charter)
 
    South Carolina    
(State or other jurisdiction of incorporation)
 
      000-27719              58-2459561    
(Commission File Number) (IRS Employer Identification No.)
 
100 Verdae Boulevard, Suite 100, Greenville, S.C. 29607
(Address of principal executive offices) (Zip Code)
 
    (864) 679-9000    
(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 (17CFR 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 20, 2014, of 4,817,573 shares outstanding and entitled to vote at our annual meeting, 4,388,659 were present in person or by proxy, representing 91.1% of votes received, and the following matters were voted upon and approved by our shareholders at the 2014 Annual Meeting:

 

1. the election of four members to our board of directors;

 

2. the non-binding resolution on our executive compensation policies and procedures;

 

3. the amendment to the 2010 Southern First Bancshares, Inc. Stock Incentive Plan to increase by 200,000 the number of shares of common stock issuable under the plan pursuant to stock options; and

 

4. the ratification of the appointment of Elliott Davis, LLC as our independent public accountant.

 

The following is a summary of the voting results for each matter presented to the shareholders:

 

 

Election of Directors

 

Director’s Name  

Votes

For

  Votes Withheld   Broker Non-Votes
             
Andrew B. Cajka   2,876,140   188,514   1,324,005
Anne S. Ellefson   3,023,221   41,433   1,324,005
Fred Gilmer, Jr.   3,017,541   47,113   1,324,005
Tecumseh Hooper, Jr.   3,009,078   55,576   1,324,005

 

 

Executive Compensation Policies and Procedures

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,665,895   248,139   150,620   1,324,005

 

Amendment to the 2010 Southern First Bancshares, Inc. Stock Incentive Plan

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
2,372,702   687,362   4,590   1,324,005

 

Ratification of the Appointment of Elliott Davis

 

Votes For   Votes Against   Votes Abstained
4,383,752   1,580   3,327

 

 

ITEM 7.01   Regulation FD Disclosure

 

Southern First Bancshares, Inc. is hereby furnishing a slide presentation posted on the company's website in connection with the Annual Shareholders' meeting on May 20, 2014.  The presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 7.01 and Exhibit 99.1 of Item 9.01 is being furnished, not filed.  Accordingly, the information in this Item 7.01 and Exhibit 99.1 of Item 9.01 will not be incorporated by reference into any registration statement filed by Southern First Bancshares under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Southern First Bancshares that (i) the information in this report is material or complete or (ii) investors should consider this information before making an investment decision with respect to any security of Southern First Bancshares or any of its affiliates.

 

The information in Item 7.01 and Exhibit 99.1 of Item 9.01 contains projections and forward-looking statements regarding events or the future financial performance of Southern First Bancshares, Inc.  These forward-looking statements involve certain risks and uncertainties, including a variety of factors (including a downturn in the economy, greater than expected non-interest expenses, excessive loan losses and other factors) that may cause Southern First's actual results to differ materially from the anticipated results expressed in these forward-looking statements. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. Investors are cautioned not to place undue reliance on these forward-looking statements and are advised to review the risk factors that may affect Southern First's operating results in documents filed by Southern First Bancshares, Inc. with the Securities and Exchange Commission, including the Annual report on Form 10-K and other required filings.  Southern First assumes no duty to update the forward-looking statements made in this presentation.

 

 

ITEM 9.01   Financial Statements and Exhibits

 

(c)

  

Exhibits: The following exhibits are filed as part of this report:

 

Exhibit

Number

  

Description

     

99.1

  

Slide presentation posted on the company's website in connection with the Annual Shareholders' meeting held on May 20, 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.

 

    SOUTHERN FIRST BANCSHARES, INC.



   
By:      /s/Michael D. Dowling                                 
Name      Michael D. Dowling
Title:        Chief Financial Officer
     



Dated: May 21, 2014

 

 

EXHIBIT INDEX

 

  

 

Exhibit

Number

  

Description

     

99.1

  

Slide presentation given by certain executive officers of Southern First Bancshares at the Annual Shareholders' meeting held on May 20, 2014.