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): May 22, 2019

 

    First Community Corporation    

(Exact Name of Registrant As Specified in Its Charter)

 

   South Carolina    

(State or Other Jurisdiction of Incorporation)

 

   000-28344       57-1010751   
(Commission File Number) (I.R.S. Employer Identification No.)

 

   5455 Sunset Blvd, Lexington, South Carolina       29072   
(Address of Principal Executive Offices) (Zip Code)

 

   (803) 951-2265   

(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)

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of exchange on which registered
Common stock, par value $1.00 per share FCCO The Nasdaq Stock Market

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2019 Annual Meeting of Shareholders (the “Annual Meeting”) of First Community Corporation (the “Company”) was held on May 22, 2019 at the Company’s office located at 105 N. Spring Street, Greenville, South Carolina 29601. As disclosed in the Company’s proxy statement for the Annual Meeting, three of the Company’s former Class I directors—Dr. Richard K. Bogan, Ms. Anita B. Easter, and Mr. J. Randolph Potter—were not nominated to stand for re-election at the Annual Meeting based on the age limitation for directors set forth in the Company’s bylaws. Accordingly, each of Dr. Bogan, Ms. Easter, and Mr. Potter retired from the Board of Directors effective as of the adjournment of the Annual Meeting. The Company thanks them for their contributions to the Company as directors.

 

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

 

The 2019 Annual Meeting of the Company was held on May 22, 2019 at 3:00 p.m. Of the 7,664,967 shares of the Company’s common stock outstanding at the Annual Meeting, there were present in person or by proxy 6,037,513 shares, representing approximately 78.8% of the total outstanding eligible votes. The shareholders of the Company voted: (1) to elect three Class I members to the Company’s Board of Directors; (2) to provide an advisory resolution to approve the compensation of the Company’s named executive officers; (3) to provide an advisory resolution to approve whether shareholders should have a say-on-pay vote every one, two or three years; (4) to approve an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 20,000,000 shares; and (5) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019. No vote was taken regarding whether to adjourn, postpone or continue the meeting, if necessary, to solicit additional proxies if there were insufficient votes to approve the amendment to the Company’s Restated Articles of Incorporation, because there were sufficient votes to approve the amendment to the Company’s Restated Articles of Incorporation.

 

The voting results for the proposals follows:

 

1.       To elect three Class I members of the Board of Directors:

 

Class I: For Withheld Broker Non-Vote
Michael C. Crapps 4,148,413 65,843 1,823,257
Mickey Layden 4,179,065 35,191 1,823,257
Jane Sosebee 4,182,762 31,494 1,823,257
       

The other directors that continued in office after the meeting are as follows:

 

Class II: Class III:
Thomas C. Brown C.  Jimmy Chao
W. James Kitchens, Jr. J. Thomas Johnson
Edward J. Tarver E. Leland Reynolds
Roderick M. Todd, Jr. Alexander Snipe, Jr.
Mitchell M. Willoughby  
      

2.       To provide an advisory resolution to approve the compensation of the Company’s named executive officers:

 

For Against Abstain Broker Non-Vote
4,068,624 117,657 27,975 1,823,257

 

     

 

3.       To provide an advisory resolution to approve whether shareholders should have a say-on-pay vote every one, two or three years:

 

 

1 Year 2 Years 3 Years Abstain
4,067,797 19,646 125,890 923

 

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 shareholders at the Annual Meeting, the Board of Directors has determined to include an advisory shareholder vote on executive compensation in the Company’s proxy materials every year. This policy will remain in effect until the next shareholder vote on the frequency of shareholder votes on executive compensation.

 

4.       To approve an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 10,000,000 to 20,000,000 shares:

 

For Against Abstain
5,814,186 181,878 41,449

 

5.       To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019:

 

For Against Abstain
6,025,568 9,203 2,742

 

Item 7.01 Regulation FD Disclosure

On May 23, 2019, the Company announced that Ms. Jane Sosebee and Ms. Mickey Layden were elected by the Company’s shareholders at the Annual Meeting, each to serve a three-year term expiring at the 2022 annual meeting of shareholders.

The Board has appointed Ms. Sosebee to serve on the Company’s Audit and Compliance Committee and Nominations and Corporate Governance Committee and Ms. Layden to serve on the Company’s Asset/Liability Committee and Loan Committee.

A copy of the press release introducing the two new directors is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 8.01 Other Events

At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of Company common stock from 10,000,000 shares to 20,000,000 shares.

The amendment to the Company’s Restated Articles of Incorporation was filed with the Secretary of State of the State of South Carolina on May 23, 2019 and is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits .

 

Exhibit
Number 		  Description
3.1   Amendment to First Community Corporation’s Restated Articles of Incorporation
99.1   Press Release dated May 23, 2019

 

     

 

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.

 

 

  FIRST COMMUNITY CORPORATION
     
Dated: May 23, 2019 By: /s/ Joseph G. Sawyer
  Name:  Joseph G. Sawyer
  Title: Chief Financial Officer

 

     

 

 

 

 

Exhibit 3.1 

 

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

 

ARTICLES OF AMENDMENT

(Filed with the Secretary of State on May 23, 2019)

 

Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended, the undersigned corporation adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

 

1. The name of the corporation is FIRST COMMUNITY CORPORATION .
   
2. Date of Incorporation:  November 2, 1994 .
   
3. Agent’s Name and Address:  The address of the registered office of the Corporation is located at 5455 SUNSET BLVD., LEXINGTON, South Carolina 29072, and the agent at such address is MICHAEL C. CRAPPS .
   
4. On May 22, 2019, the Corporation’s shareholders approved an amendment to the Corporation’s Restated Articles of Incorporation:  
   
  Article Three, Section A (otherwise, 3.A) shall be deleted and replaced in its entirety by the following:
   
      3. The Corporation is authorized to issue the following shares of stock, with the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, as follows:
   
      A. The authorized capital stock of the Corporation consists of 20,000,000 shares of Common Stock, par value $1.00 per share, and 10,000,000 shares of Preferred Stock, par value $1.00 per share. The authorized but unissued shares of Common Stock and Preferred Stock will be available for future issuance without shareholder approval.
   
5. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).
   
  N/A.
   
6. Complete either a or b, whichever is applicable.  

 

a.        X Amendment(s) adopted by shareholder action. At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

 

For the approval of an amendment to the Corporation’s Restated Articles of Incorporation to amend and replace Article Three, Section A (otherwise, 3.A) with language noted above:

 

 

Voting

Group

Number of

Outstanding

Shares

Number of

Votes Entitled

to be Cast

Number of Votes

Represented at

the meeting

Number of Undisputed*

Shares Voted

For / Against

Common 7,664,967 7,664,967 6,037,513 5,814,186 / 181,878

 

*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

 

 

 

 

  b. __ The Amendment(s) was duly adopted by the incorporator or board of directors without shareholder approval pursuant to §33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and shareholder action was not required.

 

7. Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See §33-1-230(b)):
   
  The effective date of these Articles of Amendment shall be upon filing .

 

 

  DATE: May 22, 2019 FIRST COMMUNITY CORPORATION  
         
    By: /s/ Joseph G. Sawyer  
    Name:   Joseph G. Sawyer  
    Title: Chief Financial Officer  

 

 

Exhibit 99.1 

 

 

For Information:

Robin Brown

Executive Vice President

(803) 951-0507

rbrown@firstcommunitysc.com

 

 

Jane Sosebee and Mickey Layden Elected

to First Community Board of Directors

 

May 23, 2019 (Lexington, SC) – First Community Corporation, headquartered in Lexington, South Carolina and the holding company of First Community Bank, is pleased to announce that Jane Sosebee, President of AT&T South Carolina, and Mickey Layden, President of LCK and Vice President of Colliers International in South Carolina, have been elected to its Board of Directors.

With more than 70 years of combined experience, Ms. Sosebee and Ms. Layden each bring a wealth of knowledge of their specific industries and will be invaluable assets to the bank.

“We are delighted to welcome Jane and Mickey to the First Community team,” said Mike Crapps, President and CEO of First Community. “Their deeply-rooted connections to the communities we serve will prove a tremendous asset as we continue to strengthen our presence in the Midlands and grow our impact in the Upstate.”

In her role as President of AT&T South Carolina, Ms. Sosebee is responsible for the company’s regulatory, economic development, legislative and community affairs activities within the state. She works closely with state and community leaders to bring in new technology and jobs and to improve the quality of life for South Carolinians.

A native of Laurens, Ms. Sosebee attended Clemson University where she was awarded a Bachelor’s in English. She has since served on and chaired the Clemson University Foundation Board and was awarded the University’s Distinguished Service Award in 2009. The award, the highest honor that the Clemson Alumni Association can bestow, is based on three main criteria - dedication and service to the University; personal and professional accomplishments; and devotion to one’s community and public service.

In 1994, Ms. Layden saw a need to improve the quality of construction projects through professional management services and created LCK, a certified women-owned project management services organization. As president, Ms. Layden primarily focuses on business development, consulting, advisory services and strategic planning.

 

 

When not at LCK or Colliers International, where she serves as Executive Vice President and leads the Real Estate Management Services division, Ms. Layden is heavily involved in the Columbia community. She has served as chair of the board of directors for Midlands Housing Alliance, as secretary and executive committee member of the YMCA board of directors and on the board of trustees of South Carolina Independent Colleges and Universities. She is also a member of the Midlands Business Leadership Group and has been recognized by many publications as a woman of influence in the business community.

“The board is extremely pleased to have Jane and Mickey joining us,” said First Community Chairman of the Board, Mitch Willoughby. “Their extensive knowledge and diverse experience along with their demonstrated leadership make them wonderful additions to our board and will serve the company, the bank, our customers, our employees and our shareholders very well.”

First Community Bank, founded in 1995 and headquartered in Lexington, South Carolina, is a wholly owned subsidiary of First Community Corporation (NASDAQ: FCCO). With 20 full-service banking offices located in the Midlands, Upstate and Aiken areas of South Carolina and the Augusta region of Georgia, First Community Bank provides financial solutions to local businesses and professionals through three lines of business—commercial banking, residential mortgage banking and financial planning/investment advisory services. The bank is also in the process of opening its twenty-first location in Evans, Georgia this summer. For more information on First Community Bank, visit www.firstcommunitysc.com.

 

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