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EX-99.1 - EX-99.1 - SOUTHWEST GEORGIA FINANCIAL CORPdivrelease052814.htm

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 28, 2014

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

Georgia   001-12053   58-1392259
(State or other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation or Organization)       Identification No.)

 

201 First Street, S.E.    
Moultrie, Georgia   31768
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (229) 985-1120

 

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.
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

 

 

 

 

 

 

 

 

 

  

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

The annual meeting of the shareholders of the Corporation was held on May 27, 2014. Total shares eligible to vote amounted to 2,547,837. A total of 2,135,667 shares (83.82%) were represented by shareholders in attendance or by proxy.

 

Proposal 1: Election of Directors

 

The following nine directors were elected to serve on the Board of Directors for one year until the next annual meeting.

 

Director  Votes For  Votes Withheld  Broker
Non-Votes
          
Cecil H. Barber   1,478,390    16,394    640,883 
John J. Cole, Jr.   1,478,640    16,144    640,883 
DeWitt Drew   1,478,640    16,144    640,883 
Michael J. McLean   1,478,640    16,144    640,883 
Richard L. Moss   1,482,873    11,911    640,883 
Roy H. Reeves   1,488,112    6,672    640,883 
Johnny R. Slocumb   1,478,640    16,144    640,883 
M. Lane Wear   1,478,640    16,144    640,883 
Marcus R. Wells   1,478,640    16,144    640,883 

 

Proposal 2: 2013 Omnibus Incentive Plan

 

The Directors and Officers Stock Purchase Plan was approved.

 

For   Against   Abstained   Broker Non-Votes
1,373,441   20,880   100,463   640,883

 

Proposal 3: “Say on Pay” Resolution

 

The advisory “say on pay” resolution supporting the compensation plan for the executive officers was approved.

 

For   Against   Abstained   Broker Non-Votes
1,334,937   8,594   151,253   640,883

 

 

 

Proposal 4: Appointment of Independent Auditors

 

Ratify TJS Deemer Dana, LLP, formally known as, Thigpen, Jones, Seaton & Co., P.C. was appointed as our independent auditors for the fiscal year 2014.

 

 

For   Against   Abstained   Broker Non-Votes
2,110,978   518   24,171   0

 

ITEM 8.01 OTHER EVENTS

 

On May 28, 2014, Southwest Georgia Financial Corporation announced that its Board of Directors at its meeting declared a quarterly cash dividend of $0.08 per common share. The dividend is payable June 19, 2014, to shareholders of record on June 9, 2014. The Corporation paid a quarterly cash dividend of $0.08 per common share in March 2014. Southwest Georgia Financial Corporation or its predecessor, Southwest Georgia Bank, has paid cash dividends for 86 consecutive years.

 

A copy of that press release is attached as Exhibit 99.1 to this Current Report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits:

 

The following exhibit is furnished with this report.

 

Exhibit 99.1: Southwest Georgia Financial Corporation’s press release dated May 28, 2014.

 

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.

 

    SOUTHWEST GEORGIA FINANCIAL CORPORATION
     
  BY:    /s/George R. Kirkland
    GEORGE R. KIRKLAND
    EXECUTIVE VICE-PRESIDENT AND TREASURER
    (FINANCIAL AND ACCOUNTING OFFICER)

 

 

Date: May 28, 2014

  

 

EXHIBIT INDEX

 

 Exhibit No.   Description
     
     99.1                            Press Release dated May 28, 2014