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 23, 2013

 

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.

 

The 2013 Annual Meeting of Shareholders of Congaree Bancshares, Inc. (the “Company”) was held on May 23, 2013 at the Clarion Inn (Airport) at 500 Chris Drive, West Columbia, South Carolina.  At the Annual Meeting, there were present in person or by proxy 947,195 shares of the Company’s common stock, representing approximately 53.7% of the total outstanding eligible votes.

 

At the Annual Meeting, the shareholders of the Company voted: (1) to elect four Class I members to the Board of Directors; (2)  to approve the compensation of the Company’s named executive officers; (3) to approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay proposals every one, two, or three years, and (4) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accountants for the fiscal year ended December 31, 2013

 

The results of each proposal are indicated below, of which, all of the proposals were approved by the Company’s shareholders.

 

The voting results for each proposal voted on the Annual Meeting are as follows:

 

1.             To elect four Class I members to the Board of Directors:

 

CLASS I

 

For

 

Withheld

 

Broker
Non-Vote

 

Thomas Hal Derrick

 

834,192

 

14,122

 

98,881

 

Charlie T. Lovering

 

836,934

 

11,380

 

98,881

 

Stephen P. Nivens

 

816,723

 

31,591

 

98,881

 

E. Daniel Scott

 

828,162

 

20,152

 

98,881

 

 

The other directors that continued in office after the meeting are as follows:

 

CLASS II

 

CLASS III

 

J. Kevin Reeley

 

Samuel M. Corley

 

Dr. Larry J. Stroud

 

Charles A. Kirby

 

Donald E. Taylor

 

Nitin C. Shah

 

Harry Michael White

 

John D. Thompson

 

 

2.             To approve the compensation of the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

758,725

 

39,150

 

50,439

 

98,881

 

 

3.             To approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay every   one, two, or three years:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Vote

 

257,716

 

98,101

 

452,028

 

40,469

 

98,881

 

 

4.             To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public   accountants:

 

For

 

Against

 

Abstain

 

934,974

 

10,096

 

2,125

 

 

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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.

 

 

 

CONGAREE BANCSHARES, INC.

 

 

 

 

Dated: May 28, 2013

By:

/s/CHARLES A. KIRBY

 

Name:

Charles A. Kirby

 

Title:

Chief Executive Officer

 

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