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 26, 2011
FIRST SOUTH BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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VIRGINIA
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0-22219
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56-1999749
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File Number)
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Identification No.)
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1311 Carolina Avenue, Washington, North Carolina
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27889
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(Address of principal executive offices)
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(Zip Code)
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(252) 946-4178
(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:
¨ 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
The Annual Meeting of Stockholders (the "Annual Meeting") of First South Bancorp, Inc. (the “Company”) was held Thursday, May 26, 2011 at 11:00 a.m. eastern time, at the main office of First South Bank (the "Bank") located at 1311 Carolina Avenue, Washington, North Carolina.
The stockholders eligible to vote at the Annual Meeting were those stockholders of record as of April 1, 2011. A certified list of stockholders eligible to vote at the Annual Meeting indicated there were 9,751,271 votes entitled to be cast at the Annual Meeting, of which 3,250,424 votes represents a quorum. A total of 7,709,856 votes, representing 79.1% of the votes eligible to be cast, were present in person or by proxy at the Annual Meeting, constituting a quorum.
The purpose of the Annual Meeting was for considering and acting upon the following four matters: the election of two directors of the Company to serve three-year terms; to ratify the appointment of Turlington and Company, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011; the approval of a non-binding advisory vote on executive compensation; and the approval of a non-binding advisory vote on the frequency of stockholder voting on executive compensation.
The following is the results of the voting for each the four matters presented:
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1.
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The election of two directors:
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Broker
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For
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Withheld
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Non-Vote
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Charles E. Parker, Jr.
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Number of votes
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4,772,179 | 207,618 | 2,730,059 | |||||||||
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Percent of votes cast
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95.8 | % | 4.2 | % | ||||||||
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Marshall T. Singleton
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Number of votes
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4,798,163 | 181,634 | 2,730,059 | |||||||||
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Percent of votes cast
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96.4 | % | 3.6 | % | ||||||||
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2.
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The ratification of appointment of Turlington and Company, LLP as Independent Registered Public Accounting Firm:
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For
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Against
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Abstain
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Number of votes cast
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7,572,348 | 63,464 | 74,044 | |||||||||
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Percent of votes cast
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99.2 | % | 0.8 | % | ||||||||
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3.
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The approval of a non-binding advisory vote on executive compensation:
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Broker
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For
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Against
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Abstain
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Non-Vote
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Number of votes cast
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4,644,476 | 295,076 | 40,245 | 2,730,059 | ||||||||||||
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Percent of votes cast
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94.0 | % | 6.0 | % | ||||||||||||
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4.
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The approval of a non-binding advisory vote on the frequency of stockholder voting on executive compensation:
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Three
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Two
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One
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Broker
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Years
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Years
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Year
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Abstain
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Non-Vote
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Number of votes cast
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3,786,432 | 85,973 | 954,268 | 97,723 | 2,785,460 | |||||||||||||||
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Percent of votes cast
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78.4 | % | 1.8 | % | 19.8 | % | ||||||||||||||
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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First South Bancorp, Inc.
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(Registrant)
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Date: May 27, 2011
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By:
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/s/ William L. Wall
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William L. Wall
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Executive Vice President
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Chief Financial Officer and
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Secretary
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