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EX-99.1 - EXHIBIT 99.1 - STATE BANK FINANCIAL CORPdividendpressrelease-2q17.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, 2017
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







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 Thursday, May 25, 2017 in Atlanta, Georgia. We asked our shareholders to vote on the following four proposals:
 
to elect 11 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 conduct a non-binding advisory vote on the frequency of the advisory vote on the compensation of our named executive officers (the “say on frequency vote”);

to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2017.
 
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 2018 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.
 
33,055,012

 
56,980

 
14,434

 
3,875,175

Archie L. Bransford, Jr.
 
33,058,154

 
52,469

 
15,803

 
3,875,175

Kim M. Childers
 
32,939,895

 
172,712

 
13,819

 
3,875,175

Ann Q. Curry
 
33,042,331

 
57,576

 
26,519

 
3,875,175

Joseph W. Evans
 
32,953,113

 
155,471

 
17,842

 
3,875,175

Virginia A. Hepner
 
33,052,926

 
59,066

 
14,434

 
3,875,175

John D. Houser
 
33,055,274

 
55,349

 
15,803

 
3,875,175

Anne H. Kaiser
 
33,052,683

 
47,224

 
26,519

 
3,875,175

William D. McKnight
 
33,047,835

 
52,469

 
26,122

 
3,875,175

Major General (Retired) Robert H. McMahon
 
33,055,786

 
56,206

 
14,434

 
3,875,175

J. Thomas Wiley, Jr.
 
33,069,709

 
42,283

 
14,434

 
3,875,175

 
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
32,756,391
 
332,812
 
37,223
 
3,875,175

Say on Frequency
 
The following votes were cast on the frequency of the advisory vote on the compensation of our named executive officers:
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker
Non-Votes
28,411,904
 
831,301
 
3,754,749
 
128,472
 
3,875,175

    In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board has determined that the company will hold an advisory say on pay vote every year.





Ratification of Appointment of Independent Registered Public Accounting Firm
 
The appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2017 was approved with the following votes:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
36,773,108
 
84,701
 
143,792
 

Item 8.01.  Other Events

On May 25, 2017, the Board of Directors of State Bank Financial Corporation declared a quarterly dividend of $.14 per common share to be paid on June 13, 2017 to the common stock shareholders of record as of June 5, 2017. 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, 2017 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, 2017
By:
/s/ Sheila E. Ray
 
 
Sheila E. Ray
 
 
Chief Financial Officer