UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_______________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 20, 2021
(Date of earliest event reported)
Atlantic Capital Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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Georgia |
001-37615 |
20-5728270 |
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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945 East Paces Ferry Rd. NE, Suite 1600
Atlanta, Georgia 30326
(Address of principal executive offices)
(Zip Code)
(404) 995-6050
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, no par value |
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ACBI |
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 20, 2021, Atlantic Capital Bancshares, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2021 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders are set forth below.
Proposal No. 1: Election of directors
At the Annual Meeting, the Company’s shareholders elected the ten persons listed below as directors for a one-year term expiring at the 2022 annual meeting of shareholders or until his or her earlier resignation or retirement or until a successor is elected and qualified. The final voting results were as follows:
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Director |
Votes Cast For |
Votes Withheld |
Broker Non-Votes |
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Walter M. Deriso, Jr. |
15,096,315 |
1,459,307 |
1,749,296 |
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Shantella E. Cooper |
15,107,444 |
1,448,178 |
1,749,296 |
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David H. Eidson |
16,443,585 |
112,037 |
1,749,296 |
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Henchy R. Enden |
15,310,286 |
1,245,336 |
1,749,296 |
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James H. Graves |
14,289,983 |
2,265,639 |
1,749,296 |
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Douglas J. Hertz |
15,031,686 |
1,523,936 |
1,749,296 |
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Thomas M. Holder |
15,043,176 |
1,512,446 |
1,749,296 |
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Lizanne Thomas |
14,883,787 |
1,671,835 |
1,749,296 |
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Douglas L. Williams |
15,257,312 |
1,298,310 |
1,749,296 |
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Marietta Edmunds Zakas |
16,390,233 |
165,389 |
1,749,296 |
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021
At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The final voting results were as follows:
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For |
Against |
Abstentions |
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17,895,931 |
408,637 |
372 |
Proposal No. 3: Advisory vote on the compensation of the Company’s named executive officers
At the Annual Meeting, the Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The final voting results were as follows:
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For |
Against |
Abstentions |
Broker Non-Votes |
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15,962,052 |
274,910 |
318,682 |
1,749,296 |
Proposal No. 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers
At the Annual Meeting, the Company’s shareholders approved, on a non-binding advisory basis, that the frequency of future advisory votes on the compensation of the Company’s named executive officers be conducted on an annual basis. The final voting results were as follows:
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1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
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14,936,460 |
3,001 |
1,282,750 |
333,433 |
1,749,296 |
SIGNATURE
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.
ATLANTIC CAPITAL BANCSHARES, INC.
Dated: May 25, 2021
By: /s/ Patrick T. Oakes
Name: Patrick T. Oakes
Title: Executive Vice President and
Chief Financial Officer