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EX-99.1 - EXHIBIT 99.1 - STATE BANK FINANCIAL CORPdividendpressrelease-2q16.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 25, 2016
 
State Bank Financial Corporation
(Exact name of registrant as specified in its charter)
 
Georgia
(State or other jurisdiction of incorporation)
 
001-35139
 
27-1744232
(Commission File Number)
 
(IRS Employer Identification No.)
 
3399 Peachtree Road, NE, Suite 1900
 
 
Atlanta, Georgia
 
30326
(Address of principal executive offices)
 
(Zip Code)
 
(404) 475-6599
(Registrant’s telephone number, including area code)
 

(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:
 
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))








INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.07.  Submission of Matters to Vote of Security Holders
 
State Bank Financial Corporation held its Annual Meeting of Shareholders on Wednesday, May 25, 2016 in Atlanta, Georgia. We asked our shareholders to vote on the following four proposals:
 
to elect ten directors to serve a one-year term;
 
to conduct a non-binding advisory vote on the compensation of our named executive officers (the “say on pay vote”);
 
to reapprove the performance measures for certain performance-based awards under the 2011 Omnibus Equity Compensation Plan; and

to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2016.
 
Following is a tabulation of the votes with respect to each proposal.
 
Election of Directors
 
The following directors were elected with the following votes to serve until the 2017 annual meeting of shareholders or until their respective successors are duly elected and qualified.
Nominees
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
James R. Balkcom, Jr.
 
31,403,262

 
1,645,063

 
10,425

 
2,785,668

Archie L. Bransford, Jr.
 
32,682,019

 
367,158

 
9,573

 
2,785,668

Kim M. Childers
 
32,672,548

 
376,285

 
9,917

 
2,785,668

Ann Q. Curry
 
31,715,460

 
1,322,452

 
20,838

 
2,785,668

Joseph W. Evans
 
32,650,957

 
399,040

 
8,753

 
2,785,668

Virginia A. Hepner
 
31,553,276

 
1,496,721

 
8,753

 
2,785,668

John D. Houser
 
32,504,907

 
545,090

 
8,753

 
2,785,668

William D. McKnight
 
32,492,545

 
544,752

 
21,453

 
2,785,668

Major General (Retired) Robert H. McMahon
 
31,731,255

 
1,319,047

 
8,448

 
2,785,668

J. Thomas Wiley, Jr.
 
32,684,797

 
364,226

 
9,727

 
2,785,668

 
Say on Pay
 
The compensation of our named executive officers was approved with the following non-binding votes:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
30,394,696
 
2,498,406
 
165,648
 
2,785,668

Reapproval of Performance Goals

The performance measures for certain performance-based awards under our 2011 Omnibus Equity Compensation Plan were re-approved with the following votes:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
32,680,894
 
364,991
 
12,865
 
2,785,668









Ratification of Appointment of Independent Registered Public Accounting Firm
 
The appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2016 was approved with the following votes:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
35,689,299
 
26,269
 
128,850
 
 

Item 8.01.  Other Events
 
On May 25, 2016, the Board of Directors of State Bank Financial Corporation declared a quarterly dividend of $.14 per common share to be paid on June 14, 2016 to common stock shareholders of record as of June 6, 2016. A copy of the press release announcing the cash dividend is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

 (d) Exhibits

Exhibit No.
 
Exhibit
99.1
 
Press Release issued by State Bank Financial Corporation on May 25, 2016 regarding the announcement of a cash dividend.







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.
 
 
STATE BANK FINANCIAL CORPORATION
 
 
 
Dated: May 26, 2016
By:
/s/ Sheila E. Ray
 
 
Sheila E. Ray
 
 
Chief Financial Officer