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) June 20, 2013
First Reliance Bancshares, Inc.
(Exact Name of Registrant as Specified in Its Charter)
South Carolina
(State or Other Jurisdiction of Incorporation)
| 000-49757 | 80-0030931 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 2170 W. Palmetto Street | |
| Florence, South Carolina | 29501 |
| (Address of Principal Executive Offices) | (Zip Code) |
(843) 656-5000
(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 (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 annual meeting of shareholders of the Company was held on June 20, 2013 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. The matters listed below were submitted to a vote of the Company’s shareholders and the final voting results were as follows:
| Proposal 1: | Elect Directors. To elect three individuals to serve as Class C Directors until the 2016 Annual Meeting of Shareholders and until their successors have been elected and qualified. |
| Name | For | Withheld | Abstentions |
Broker Non-Votes | |
| John M. Jebaily | 2,412,613 | 78,413 | -- | -- | |
| C. Dale Lusk, MD | 2,447,115 | 43,911 | -- | -- | |
| A. Dale Porter | 2,421,813 | 69,213 | -- | -- |
| Proposal 2: | Advisory Vote on Executive Compensation (“Say-on-Pay”). To ratify and approve a non-binding shareholder resolution regarding the Company’s executive compensation policies and practices and compensation paid to executive officers. |
| For | Against | Abstentions |
Broker Non-Votes | |
| 1,971,912 | 486,593 | 32,521 | -- |
| Proposal 3: | Advisory Vote on the Frequency of Executive Compensation Proposals (“Say-on-Frequency”). To approve a non-binding advisory proposal on the frequency of future advisory proposals on the Company’s executive compensation matters. |
| One Year | Two Years | Three Years | Abstentions | |
| 2,276,219 | 16,182 | 147,262 | 51,363 |
| Based on the Board of Directors’ recommendation in the Company’s proxy statement for 2013 Annual Meeting and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has determined to hold an advisory vote on executive compensation annually. |
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 thereunto duly authorized.
| FIRST RELIANCE BANCSHARES, INC. | |
| Dated: June 20, 2013 | |
| By: /s/ Jeffrey A. Paolucci | |
| Jeffrey A. Paolucci | |
| Chief Financial Office |