SOUTH STATE Corp (Form: 8-K, Received: 09/03/2021 15:02:07)

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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): September 3, 2021 (September 1, 2021)

SOUTH STATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina

(State or Other Jurisdiction of

Incorporation)

001-12669

(Commission File Number)

57-0799315

(IRS Employer

Identification No.)

1101 First Street South, Suite 202

Winter Haven, FL

(Address of principal executive offices)

33880

(Zip Code)

(863) 293-4710

(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 each exchange on which registered
Common stock, par value $2.50 per share	SSB	Nasdaq Global Select 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 5.03			Amendments to Articles of Incorporation or Bylaws

On September 1, 2021, South State Corporation (the “Company”) filed Articles of Amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation reflecting the Company’s name change to SouthState Corporation, effective September 1, 2021. The Company’s common stock will continue to trade on the NASDAQ Global Select Market under the ticker symbol “SSB”.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01		Financial Statements and Exhibits

	(d)	Exhibits:

	Exhibit No.	Description

	Exhibit 3.1	Articles of Amendment

	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	SOUTH STATE CORPORATION
	(Registrant)

	By:	/s/ William E. Matthews, V
		William E. Matthews, V
		Senior Executive Vice President and
		Chief Financial Officer

Dated: September 3, 2021

Exhibit 3.1

STATE OF SOUTH CAROLINA SECRETARY OF STATE

ARTICLES OF AMENDMENT

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

The name of the corporation is:

South State Corporation


2.Date of Incorporation is:	2/22/1985


3. Agent’s Name and Address:

V. Nicole Comer
(Name)

700 Gervais Street, Ste 400
(Street Address)

Columbia, SC 29201
(City, State, Zip Code)


4. On 07/28/2021, the corporation adopted the following Amendment(s) of its Articles of Incorporation:

Item FIRST of the Amended and Restated Articles of Incorporation is hereby amended to read:

FIRST: The name of the corporation is SouthState Corporation.

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:

Not Applicable.

South State Corporation

Name of Corporation

Complete either “a” or “b”, whichever is applicable.

◻

Amendments adopted by shareholder action. At the date of the 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:

Voting Group

Number of Outstanding Shares

Number of Votes Entitled to be Cast

Number of Votes Represented at the Meeting

Number of Undisputed Shares *

For

-OR-

Against

*Note: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of votes 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 incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, 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 Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)
N/A	.
Date:	09/01/2021

Name of Corporation:

South State Corporation



Signature

Beth S. DeSimone
Type or Print Name

Executive Vice President, Chief Risk Officer and General Counsel
Office

Form Revised by South Carolina Secretary of State, August 2016

F0003