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

April 29, 2014 (April 24, 2014)

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

 

                 Georgia

                (State of Incorporation)

 

1-10312

(Commission File Number)

 

58-1134883

(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 649-2311

(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:

 

  ¨ 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year .

On April 24, 2014, the shareholders of Synovus Financial Corp. (“Synovus”) approved an amendment (the “Share Increase Amendment”) to Article 4 of Synovus’ articles of incorporation to increase the number of authorized shares of Synovus common stock, $1.00 par value per share (“Common Stock”) to 2,400,000,000 shares.

The Share Increase Amendment was approved by the Company’s board of directors (the “Board”) on February 19, 2014, subject to shareholder approval, and was effective upon approval by the Company’s shareholders and the filing of the Articles Amendment with the Secretary of State of Georgia on April 24, 2014. The full text of the Share Increase Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Share Increase Amendment filed as Exhibit 3.1.

 

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

The Synovus 2014 Annual Meeting of Shareholders was held on April 24, 2014. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

Proposal 1

The proposal was to elect as directors the 14 nominees named in the proxy statement for Synovus’ 2014 Annual Meeting of Shareholders.

 

Nominee                Votes For                    Vote Against                    Abstentions         
                      

Catherine A. Allen

        1,284,879,186       18,002,926       2,139,269    

Tim E. Bentsen

        1,286,854,368       15,852,333       2,314,680    

Stephen T. Butler

        1,291,352,773       11,597,113       2,071,495    

Elizabeth W. Camp

        1,286,709,248       16,135,716       2,176,417    

T. Michael Goodrich

        1,290,932,559       11,753,599       2,335,223    

V. Nathaniel Hansford

        1,283,461,887       18,038,809       3,520,685    

Mason H. Lampton

        1,287,261,415       15,695,493       2,064,473    

Jerry W. Nix

        1,289,444,080       13,251,083       2,326,218    

Harris Pastides

        1,293,414,712       9,264,442       2,342,227    

Joseph J. Prochaska, Jr.

        1,290,452,882       12,214,960       2,353,539    

Kessel D. Stelling, Jr.

        1,279,399,379       23,504,263       2,117,739    

Melvin T. Stith

        1,283,191,366       19,519,121       2,310,894    

Barry L. Storey

        1,291,132,021       11,601,227       2,288,133    

Philip W. Tomlinson

        1,292,395,660       10,447,321       2,178,400    

   There were 200,552,454 broker non-votes for each director on this proposal.

 

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Proposal 2

The proposal was an advisory vote on the compensation of Synovus’ named executive officers as determined by the Compensation Committee.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
1,286,717,857    13,826,472    4,477,052    200,552,454

Proposal 3

The proposal was an advisory vote on the frequency of the advisory vote on executive compensation.

 

One Year    Two Years    Three Years    Abstentions    Broker Non-Votes
1,124,955,398    5,512,884    170,375,178    4,177,921    200,552,454

Proposal 4

The proposal was to approve an amendment to Synovus’ Amended and Restated Articles of Incorporation to increase the number of shares of Synovus’ Common Stock that Synovus is authorized to issue.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
1,400,688,784    99,168,341    5,716,710    0

Proposal 5

The proposal was to approve an amendment to Synovus’ Amended and Restated Articles of Incorporation to effect a 1-for-7 reverse stock split of Synovus’ Common Stock.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
1,426,785,819    69,900,437    8,887,579    0

Proposal 6

The proposal was to ratify the amendment to the 2010 Synovus Tax Benefits Preservation Rights Plan to extend the Plan.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
1,214,107,757    85,923,257    4,990,367    200,552,454

Proposal 7

The proposal was to ratify the appointment of KPMG LLP as Synovus’ independent auditor for the fiscal year ended December 31, 2014.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
1,484,153,523    14,643,109    6,777,203    0

 

Item 8.01 Other Events .

On April 24, 2014, Synovus issued a press release announcing that at the 2014 Annual Meeting of Shareholders its shareholders approved a proposal authorizing Synovus’ Board to effect a one-for seven reverse stock split of Synovus’ Common Stock and that following such approval, the Board formally authorized the one-for-seven reverse stock split. Synovus anticipates that it will effect the reverse stock split on May 16,

 

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2014, and that its shares of common stock will begin trading on a post-split basis on the New York Stock Exchange (NYSE) at the opening of trading on May 19, 2014. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

3.1   

Articles of Amendment to Amended and Restated Articles of Incorporation of Synovus Financial Corp.

99.1   

Synovus press release dated April 24, 2014.

 

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SYNOVUS FINANCIAL CORP.
  (“Synovus”)
Dated:  April 29, 2014         By:  

    /s/ Allan E. Kamensky

        Allan E. Kamensky
   

    Executive Vice President,

    General Counsel and Secretary

 

5

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

SYNOVUS FINANCIAL CORP.

1.

The name of the corporation is Synovus Financial Corp. (the “ Corporation ”). The Corporation is organized under the laws of the State of Georgia.

2.

On February 19, 2014, the Board of the Directors of the Corporation approved an amendment to the first two sentences of the first paragraph of Article 4 of the Articles of Incorporation to read as follows:

“The maximum number of shares of capital stock that the corporation shall be authorized to have outstanding at any time shall be 2,500,000,000 shares. The corporation shall have the authority to issue (i) 2,400,000,000 shares of common stock, par value $1.00 per share, and (ii) 100,000,000 shares of preferred stock, no par value per share.”

3.

The amendment was duly approved by the shareholders of the Corporation on April 24, 2014 in accordance with the provisions of O.C.G.A. §14-2-1003.

IN WITNESS WHEREOF, Synovus Financial Corp. has caused these Articles of Amendment to be executed by its duly authorized officer on this 24 th day of April, 2014.

 

  SYNOVUS FINANCIAL CORP.
  By:  

    /s/ Allan E. Kamensky

              
    Name: Allan E. Kamensky  
   

Title: Executive Vice President, General

Counsel and Secretary

 

Exhibit 99.1

 

LOGO

 

For Immediate Release
Contact:   Greg Hudgison
  External Communications Manager
  (706) 644-0528

Synovus Financial Corp. Announces One-for-Seven Reverse Stock Split

Columbus, Georgia, April 24, 2014 – Synovus Financial Corp. (NYSE: SNV) announced today that a proposal authorizing Synovus’ Board to effect a one-for-seven reverse stock split of Synovus’ common stock, par value $1.00 per share, was approved by Synovus’ shareholders at Synovus’ 2014 annual meeting of shareholders, which was held on April 24, 2014. Following the annual meeting, Synovus’ board of directors formally authorized the one-for-seven reverse stock split.

Synovus anticipates that it will effect the reverse stock split on May 16, 2014, and that its shares of common stock will begin trading on a post-split basis on the New York Stock Exchange (NYSE) at the opening of trading on May 19, 2014. The reverse stock split is expected to lead to Synovus’ common stock trading at approximately 7 times the price per share at which it trades prior to the effective date of the reverse stock split.

“We believe that this anticipated increase in the market price per share will help make our common stock more attractive to a broader range of investors, which we in turn believe will benefit our existing stockholders by enhancing the liquidity of our common stock,” said Kessel Stelling, Synovus Chairman and CEO.

Synovus intends to issue a press release announcing additional details regarding the reverse stock split closer to the effective date of the reverse stock split. Additional information on the effects of the reverse stock split can be found in Synovus’ definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2014.

In addition to the approval of the reverse stock split and certain other matters at Synovus’ 2014 annual meeting of shareholders, Synovus’ shareholders also approved an amendment to Synovus’ articles of incorporation to increase the number of authorized shares of Synovus’ common stock from 1.2 billion shares to 2.4 billion shares. Synovus effected this increase in the number of authorized shares on April 24, 2014. Upon the effective date of the reverse stock split, the number of Synovus’ authorized shares of common stock will be proportionately reduced from 2.4 billion shares to approximately 342.9 million shares.


About Synovus

Synovus Financial Corp. is a financial services company based in Columbus, Georgia with approximately $26 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services to customers through 28 locally branded divisions, 274 branches, and 358 ATMs in Georgia, Alabama, South Carolina, Florida, and Tennessee. See Synovus on the web at synovus.com.

Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “intends,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the commercial banking industry and economy in general. These forward-looking statements include, among others, those statements regarding the timing and anticipated impact of the reverse stock split, including the increased trading price, attractiveness and liquidity of Synovus’ common stock as a result of the reverse stock split. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties, which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Synovus’ management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 under the captions “Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.