UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 24, 2019
CAROLINA FINANCIAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-10897 | 57-1039673 |
(Commission File Number) | (I.R.S. Employer Identification No.) |
288 Meeting Street, Charleston, South Carolina | 29401 |
(Address of Principal Executive Offices) | (Zip Code) |
(843) 723-7700
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2019 Annual Meeting of Stockholders of Carolina Financial Corporation (the “Company”) was held on April 24, 2019 at 5:00 p.m., at the Marina Inn at Grande Dunes, 8121 Amalfi Place, Myrtle Beach, South Carolina (the “Annual Meeting”). One of the Company’s former Class I directors – Michael P. Leddy – did not stand for re-election at the Annual Meeting based on the age limitation for directors set forth in the Company’s bylaws. Accordingly, Mr. Leddy retired from the Board of Directors effective as of the adjournment of the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Of the 22,312,362 shares of common stock outstanding, at the Annual Meeting there were present, in person or by proxy, 19,929,889 shares, representing approximately 89.32% of the total outstanding eligible votes. At the Annual Meeting, the stockholders of the Company voted to:
· | re-elect four Class II members to the Board of Directors; |
· | approve a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers; |
· | express a nonbinding, advisory preference for yearly say-on-pay votes; and |
· | ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
The results of the Annual Meeting were as follows:
1. | To elect four Class II directors: |
The other directors that continued in office after the meeting are as follows:
Class I | Class III |
Beverly Ladley | Robert G. Clawson, Jr. |
Robert M. Moise | Gary M. Griffin |
David L. Morrow | Frederick N. Holscher |
Jerold L. Rexroad | Daniel H. Isaac, Jr. |
Claudius E. Watts, IV |
2. | To approve a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers: |
For | Against | Broker Non-Votes | Abstain |
14,606,164 | 403,766 | 4,642,013 | 277,946 |
3. | To express a nonbinding, advisory preference on the frequency of say-on-pay votes: |
1 Year | 2 Years | 3 Years | Abstain |
13,807,421 | 121,464 | 1,088,173 | 270,818 |
Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for the Annual Meeting and the vote of the stockholders at the Annual Meeting, the Board of Directors has determined to include an advisory stockholder vote on executive compensation in the Company's proxy materials every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder votes on executive compensation.
4. | To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019: |
For | Against | Abstain |
19,811,489 | 68,816 | 49,584 |
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.
CAROLINA FINANCIAL CORPORATION, | |||
Registrant | |||
By: | /s/ William A. Gehman, III | ||
Name: | William A. Gehman, III | ||
Title: | Chief Financial Officer |
Dated: April 26, 2019