2015ProxyResults


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): April 23, 2015 
FIDELITY SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Georgia
 
No. 001-34981
 
No. 58-1416811
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(404) 639-6500
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:
¨
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-4(c) under the Exchange Act (17 CFR 240-13e-4(c))





Item 5.07
Submission of Matters to a Vote of Security Holders.
Fidelity Southern Corporation ("Fidelity") held its annual meeting of shareholders on April 23, 2015. There were three matters submitted to a vote of security holders at Fidelity’s annual meeting.
There were 21,381,332 shares of Common Stock of Fidelity eligible to be voted at the Annual Meeting and 20,282,807 shares were represented at the meeting by the holders thereof, which constituted a quorum. The first proposal was the election of nine directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified. The shareholders approved each of the nine nominees. The number of votes for the election of the directors was as follows:
 
Director
 
Votes Cast
For
 
Votes Cast
Against
 
Abstentions
 
Broker Non
Votes
James B. Miller, Jr.
 
17,519,807

 
744,055

 
753,107

 
1,265,838

David R. Bockel
 
17,577,482

 
1,432,012

 
7,475

 
1,265,838

Wm. Millard Choate
 
17,470,076

 
1,332,490

 
214,403

 
1,265,838

Donald A. Harp, Jr.
 
18,522,452

 
486,219

 
8,298

 
1,265,838

Kevin S. King
 
18,508,103

 
501,170

 
7,696

 
1,265,838

William C. Lankford, Jr.
 
18,819,149

 
190,223

 
7,597

 
1,265,838

H. Palmer Proctor, Jr.
 
18,685,588

 
324,252

 
7,129

 
1,265,838

W. Clyde Shepherd III
 
18,797,505

 
212,356

 
7,108

 
1,265,838

Rankin M. Smith, Jr.
 
18,282,698

 
726,994

 
7,277

 
1,265,838

The second proposal was for the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The shareholders ratified the appointment of Ernst & Young LLP. The number of votes for the ratification of Ernst & Young LLP was as follows:
Votes Cast
For
 
Votes Cast
Against
 
Abstentions
 
Broker Non
Votes
20,221,242
 
45,511
 
16,054
 
The third proposal was a non-binding advisory vote on the compensation of its “Named Executive Officers” as described in the proxy statement. This proposal gave Fidelity’s shareholders the opportunity to endorse or not endorse executive compensation and policies. The shareholders approved this proposal. The number of votes for the proposal endorsing the compensation was as follows:
 
Votes Cast
For
 
Votes Cast
Against
 
Abstentions
 
Broker Non
Votes
12,372,000
 
5,971,928
 
673,041
 
1,265,838





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.
 
 
/s/ Stephen H. Brolly
Stephen H. Brolly
Chief Financial Officer
April 29, 2015