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):  December 21, 2011

 

TIDELANDS BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

South Carolina

 

001-33065

 

02-0570232

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification)

 

875 Lowcountry Blvd.

Mount Pleasant, South Carolina 29464

(Address, Including Zip Code of Principal Executive Offices)

 

(843) 388-8433

(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:

 

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 December 19, 2011, Tidelands Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  Of the 4,277,176 shares of the Company’s common stock outstanding as of October 20, 2011, 3,110,274 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 72.718% of the outstanding shares of common stock.  The following is a brief description of each matter submitted to a vote at the Annual Meeting as well as the number of votes cast with respect to each matter.  For more information about each of these proposals, please refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on November 8, 2011 (the “Proxy Statement”).

 

Proposal #1:         Election of Directors

 

The shareholders elected each of the following persons as a director to hold office until the 2012 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

 

Director’s Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Michael W. Burrell

 

997,699

 

671,892

 

1,440,683

 

Alan D. Clemmons

 

991,034

 

678,557

 

1,440,683

 

John W. Gandy, CPA

 

1,129,622

 

539,969

 

1,440,683

 

Thomas H. Lyles

 

1,455,949

 

213,642

 

1,440,683

 

John T. Parker, Jr.

 

1,002,554

 

667,037

 

1,440,683

 

Mary V. Propes

 

1,003,905

 

665,686

 

1,440,683

 

Tanya D. Robinson

 

1,002,655

 

666,936

 

1,440,683

 

Larry W. Tarleton

 

1,160,786

 

508,805

 

1,440,683

 

 

Proposal #2:         Advisory Vote on Executive Compensation

 

The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved by the shareholders as follows:

 

Votes For

 

Votes Against

 

Abstained

 

Broker Non-Votes

 

1,087,355

 

552,652

 

29,584

 

1,440,683

 

 

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Proposal #3:                           Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

 

The shareholders indicated their preference for an advisory vote on executive compensation once every three years, and the votes were cast as follows:

 

Three Years

 

Two Years

 

One Year

 

Abstained

 

Broker Non-Votes

 

790,685

 

65,115

 

788,508

 

25,283

 

1,440,683

 

 

As indicated in the Proxy Statement, the Company will honor the shareholders’ selection of three years as the frequency for advisory votes on executive compensation.

 

Proposal #4:                           Ratification of Appointment of Independent Registered Public Accounting Firm

 

The shareholders ratified the appointment of Elliot Davis, LLC, an independent registered public accounting firm, to serve as the Company’s auditor during the fiscal year ended December 31, 2011, and the votes cast were as follows:

 

Votes For

 

Votes Against

 

Abstained

 

Broker Non-Votes

 

3,005,554

 

98,737

 

5,983

 

0

 

 

SIGNATURES

 

Pursuant to requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

 

 

TIDELANDS BANCSHARES, INC.

 

 

 

 

 

By:

/s/ Thomas H. Lyles

 

Thomas H. Lyles

 

Title: Chief Executive Officer

 

 

Date: December 21, 2011

 

 

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