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):
October 23, 2017
FOUR
OAKS FINCORP, INC.
(Exact name of registrant as
specified in its charter)
North Carolina |
000-22787 |
56-2028446 |
(State or other jurisdiction of |
(Commission File |
(I.R.S. Employer |
6114 U.S. 301 South |
27524 |
(Address of principal executive offices) |
(Zip Code) |
(919) 963-2177
Registrant’s telephone number, including
area code
N/A
(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))
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 ⃞
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. ⃞
Item 5.07 Submission of Matters to a Vote of Security Holders.
Four Oaks Fincorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) on October 23, 2017. Of the 6,774,672 shares of the Company’s common stock, par value $1.00 per share, outstanding and entitled to vote at the Special Meeting, 4,934,332 were present in person or by proxy, and the following matters were voted upon and approved by the Company’s shareholders at the Special Meeting:
Proposal 1: To approve the Agreement and Plan of Merger by and
between the Company and United Community Banks, Inc. (“United”), dated
June 27, 2017 (the “Merger Agreement”), pursuant to which the Company
will merge with and into United (the “Merger”). The votes were cast as
follows:
For | Against | Abstain | Broker Non-Votes | |||
4,891,215 | 40,672 | 2,445 | 0 |
Proposal 2: To approve, on an advisory (nonbinding) basis, the
compensation that may become payable to certain executive officers of
the Company in connection with the Merger. The votes were cast as
follows:
For | Against | Abstain | Broker Non-Votes | |||
4,765,714 | 147,085 | 21,533 | 0 |
A proposal to approve the adjournment or postponement of the Special
Meeting, if necessary or appropriate, including to solicit additional
proxies to approve the Merger Agreement was not voted on because the
proposal to approve the Merger Agreement had passed.
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.
FOUR OAKS FINCORP, INC. |
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By: |
/s/ Deanna W. Hart |
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Deanna W. Hart |
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Executive Vice President, |
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Chief Financial Officer |
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Date: October 24, 2017 |
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