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EX-99.1 - EX-99.1 - SOUTHWEST GEORGIA FINANCIAL CORPdivrelease052715.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 27, 2015

 

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 26, 2015. Total shares eligible to vote amounted to 2,547,837. A total of 2,021,845 shares (79.36%) 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     1,456,777       405       564,663  
John J. Cole, Jr.     1,457,027       155       564,663  
DeWitt Drew     1,456,381       801       564,663  
Michael J. McLean     1,457,027       155       564,663  
Richard L. Moss     1,456,577       605       564,663  
Roy H. Reeves     1,456,577       605       564,663  
Johnny R. Slocumb     1,456,577       605       564,663  
M. Lane Wear     1,457,027       155       564,663  
Marcus R. Wells     1,457,027       155       564,663  

 

Proposal 2: “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
1,400,883   13,362   42,937   564,663

 

Proposal 3: Appointment of Independent Auditors

 

TJS Deemer Dana, LLP, was appointed as our independent auditors for the fiscal year 2015.

 

For   Against   Abstained   Broker Non-Votes
2,007,617   1,741   12,487   0

 

ITEM 8.01 OTHER EVENTS

 

On May 27, 2015, Southwest Georgia Financial Corporation announced that its Board of Directors at its meeting declared a quarterly cash dividend of $0.10 per common share. The dividend is payable June 18, 2015, to shareholders of record on June 8, 2015. The Corporation paid a quarterly cash dividend of $0.10 per common share in March 2015. Southwest Georgia Financial Corporation or its predecessor, Southwest Georgia Bank, has paid cash dividends for 87 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 27, 2015.

 

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, CHIEF FINANCIAL
    OFFICER, AND TREASURER

 

 

Date: May 27, 2015

  

 

EXHIBIT INDEX

 

 Exhibit No.   Description
     
     99.1                            Press Release dated May 27, 2015