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 22, 2013
State Bank Financial Corporation
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
000-54056 | 27-1744232 | |
(Commission File Number) | (IRS Employer Identification No.) | |
3399 Peachtree Road, NE, Suite 1900 | ||
Atlanta, Georgia | 30326 | |
(Address of principal executive offices) | (Zip Code) | |
(404) 475-6599
(Registrant’s telephone number, including area code)
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.07. Submission of Matters to Vote of Security Holders
State Bank Financial Corporation held its Annual Meeting of Shareholders on Wednesday, May 22, 2013, in Atlanta, Georgia. We asked our shareholders to vote on the following three proposals:
· to elect ten directors to serve a one-year term;
· to conduct a non-binding advisory vote on the compensation of our named executive officers
(the “say on pay vote”); and
· to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2013.
Following is a tabulation of the votes with respect to each proposal.
Election of Directors
The following directors were elected with the following votes to serve until the 2014 annual meeting of shareholders or until their respective successors are duly elected and qualified.
Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
James R. Balkcom, Jr. | 25,849,590 | 608,565 | 3,300 | 2,579,295 | ||||
Kelly H. Barrett | 25,849,590 | 608,565 | 3,300 | 2,579,295 | ||||
Archie L. Bransford, Jr. | 26,192,833 | 265,322 | 3,300 | 2,579,295 | ||||
Kim M. Childers | 25,974,768 | 483,387 | 3,300 | 2,579,295 | ||||
Joseph W. Evans | 25,973,681 | 484,474 | 3,300 | 2,579,295 | ||||
Virginia A. Hepner | 25,849,590 | 608,565 | 3,300 | 2,579,295 | ||||
John D. Houser | 25,981,269 | 476,886 | 3,300 | 2,579,295 | ||||
Major General (Retired) Robert H. McMahon | 25,979,515 | 478,640 | 3,300 | 2,579,295 | ||||
J. Daniel Speight, Jr. | 25,974,768 | 483,387 | 3,300 | 2,579,295 | ||||
J. Thomas Wiley, Jr. | 23,632,198 | 2,825,957 | 3,300 | 2,579,295 | ||||
Say on Pay
The compensation of our named executive officers was approved with the following non-binding votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
26,028,563 | 405,308 | 27,584 | 2,579,295 | |||
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Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2013 was approved with the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
28,980,847 | 54,371 | 5,532 | — | |||
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SIGNATURE
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.
STATE BANK FINANCIAL CORPORATION | ||
Dated: May 24, 2013 | By: | /s/ Thomas L. Callicutt, Jr. |
Thomas L. Callicutt, Jr. | ||
Chief Financial Officer | ||
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