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):  May 25, 2011

 

Congaree Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

South Carolina

(State or other jurisdiction of incorporation)

 

333-131931

 

20-3863936

(Commission File Number)

 

(IRS Employer Identification No.)

 

1201 Knox Abbott Drive, Cayce, South Carolina

 

29033

(Address of principal executive offices)

 

(Zip Code)

 

(803) 794-2265

(Registrant’s telephone number, including area code)

 

n/a

(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 5.07.  Submission of Matters to a Vote of Security Holders.

 

On May 25, 2011, Congaree Bancshares, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders.  At the meeting, of the 1,764,439 shares of common stock outstanding and entitled to vote, 898,853 were present in person or by proxy, and the following matters were voted upon and approved by the Company’s shareholders:

 

1.

 

The election of five directors to the Company’s board of directors;

2.

 

The advisory, non-binding resolution to approve the compensation of the Company’s named executive officers; and

3.

 

The ratification of the appointment of Elliott Davis, PLLC as the Company’s independent auditor for the fiscal year ending December 31, 2011.

 

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

 

J. Kevin Reeley

 

828,222

 

6,250

 

64,381

 

Dr. Larry J. Stroud

 

818,923

 

15,549

 

64,381

 

Donald E. Taylor

 

828,872

 

5,600

 

64,381

 

Harry Michael White

 

829,172

 

5,300

 

64,381

 

Charles A. Kirby

 

825,472

 

9,000

 

64,381

 

 

Non-Binding Resolution with Respect to Executive Compensation

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

772,259

 

43,460

 

14,710

 

68,424

 

 

Ratification of the Appointment of Elliott Davis, PLLC

 

Votes For

 

Votes Against

 

Votes Abstained

 

 

 

893,653

 

2,450

 

2,750

 

 

 

 

ITEM 8.01 Other Information.

 

On May 13, 2011, the Company paid to the U.S. Treasury, pursuant to the Capital Purchase Program (“CPP”), the amount of $277,559, constituting payment in full of the current quarter’s dividend payment and the five deferred quarterly dividend payments.  As part of the CPP, the Company entered into a letter agreement with the Treasury on January 9, 2009, which includes a Securities Purchase Agreement-Standard Terms.  Under this agreement, dividends compound if they accrue and are not paid.  Failure by the Company to pay the dividend on the shares of Series A Preferred Stock is not an event of default.  The Company is now current on its dividend obligations to Treasury.

 

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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.

 

 

 

 

CONGAREE BANCSHARES, INC.

 

 

 

 

 

 

Dated: May 26, 2011

By:

/s/ Charlie T. Lovering

 

 

Name:

Charlie T. Lovering

 

 

Title:

Chief Financial Officer

 

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