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EX-3.1 - EXHIBIT 3.1 - Park Sterling Corpex3-1.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 26, 2016

 

Park Sterling Corporation

(Exact name of registrant as specified in its charter)

 

North Carolina

 

001-35032

 

27-4107242

(State or other jurisdiction

 

(Commission File

 

(IRS Employer

of incorporation)

 

Number)

 

Identification No.)

 

1043 E. Morehead Street, Suite 201, Charlotte, NC

 

28204

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (704) 716-2134

 

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 (17 CFR 230.425)

 

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

As described below under Item 5.07 of this Current Report, on May 26, 2016 shareholders of Park Sterling Corporation (the “Registrant”) approved an amendment to the Articles of Incorporation of the Registrant (the “Amendment”) to provide for the election of directors by a majority of the votes cast in uncontested elections. The Amendment became effective upon the filing of the Registrant’s Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of North Carolina on May 26, 2016. A copy of the Articles of Amendment is filed herewith as Exhibit 3.1, and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The following are the voting results on each matter submitted to the Registrant’s shareholders at the Annual Meeting.

 

Proposal 1: The Registrant’s shareholders elected the following five directors, to serve for terms expiring at the Registrant’s Annual Meeting of Shareholders in the years indicated below or until such director’s earlier resignation or retirement or until a successor is duly elected and qualifies to serve.

 

Term Expiring at the 2019 Annual Meeting:

 

Name

For        

Withheld

Broker Non-Votes

Leslie M. Baker, Jr.

40,500,754

249,522

6,725,685

Larry W. Carroll

40,515,416

234,860

6,725,685

Grant S. Grayson

40,514,329

235,947

6,725,685

Ben R. Rudisill, II

40,509,940

240,336

6,725,685

 

Term Expiring at the 2018 Annual Meeting:

 

Name

For        

Withheld

Broker Non-Votes

       

Robert G. Whitten

40,514,565

235,711

6,725,685

 

 

Proposal 2: The Registrant’s shareholders approved an amendment to the Company’s Articles of Incorporation to provide for majority voting in the election of directors in uncontested elections.

 

 For

Against

Abstentions

Broker Non-Votes

40,612,530

111,071

26,675

6,725,685

 

Proposal 3: The Registrant’s shareholders ratified the appointment of Dixon Hughes Goodman LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

For

Against

Abstentions

Broker Non-Votes

47,269,014

166,063

40,884

N/A

 

Proposal 4: The Registrant’s shareholders adopted a nonbinding, advisory resolution approving the compensation of the Registrant’s named executive officers.

 

 For

Against

Abstentions

Broker Non-Votes

38,287,451

1,787,929

674,896

6,725,685

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

 

Exhibit Description

 

 

 

3.1

 

Articles of Amendment to the Articles of Incorporation of Park Sterling Corporation.

 

 
 

 

 

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.

 

Date: May 26, 2016

 

PARK STERLING CORPORATION 

 

 

 

 

  By:  /s/ Donald K. Truslow  
     Donald K. Truslow
     Chief Financial Officer

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

 

 

 

3.1

 

Articles of Amendment to the Articles of Incorporation of Park Sterling Corporation.