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):  May 23, 2012
 
State Bank Financial Corporation
(Exact name of registrant as specified in its charter)
 
Georgia
(State or other jurisdiction of incorporation)
 
000-54056
 
27-1744232
(Commission File Number)
 
(IRS Employer Identification No.)
 
3399 Peachtree Road, NE, Suite 1900
 
 
Atlanta, Georgia
 
30326
(Address of principal executive offices)
 
(Zip Code)
 
(404) 475-6599
(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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








INFORMATION TO BE INCLUDED IN THE REPORT
 
ITEM 5.07.  Submission of Matters to Vote of Security Holders
 
State Bank Financial Corporation held its Annual Meeting of Shareholders on Wednesday, May 23, 2012, in Atlanta, Georgia.  We asked our shareholders to vote on the following three proposals:
 
·                  to elect eight directors to serve a one-year term;
 
·                  to conduct an advisory vote on the compensation of our named executive officers (the “say on pay vote”); and
 
·                  to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2012.
 
Following is a tabulation of the votes with respect to each proposal.
 
Election of Directors
 
The following directors were elected with the following votes to serve until the 2013 annual meeting of shareholders or until their respective successors are duly elected and qualified.
 
Nominees
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
James R. Balkcom, Jr.
 
22,736,543

 
2,911,554

 
34,195

 
3,106,942

Kelly H. Barrett
 
25,239,755

 
408,342

 
34,195

 
3,106,942

Archie L. Bransford, Jr.
 
22,736,543

 
2,911,554

 
34,195

 
3,106,942

Kim M. Childers
 
24,835,088

 
813,009

 
34,195

 
3,106,942

Joseph W. Evans
 
25,222,357

 
458,240

 
1,695

 
3,106,942

Virginia A. Hepner
 
22,660,143

 
2,987,954

 
34,195

 
3,106,942

J. Daniel Speight, Jr.
 
23,200,715

 
2,480,782

 
795

 
3,106,942

J. Thomas Wiley, Jr.
 
23,403,701

 
2,276,896

 
1,695

 
3,106,942

 
Say on Pay
 
The compensation of our named executive officers was approved with the following votes:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
25,402,476
 
261,821
 
17,995
 
3,106,942

2


Ratification of Appointment of Independent Registered Public Accounting Firm
 
The appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2012 was approved with the following votes:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
28,783,590
 
2,396
 
3,248
 

3


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.
 
 
STATE BANK FINANCIAL CORPORATION
 
 
 
 
Dated: May 25, 2012
By:
/s/ Thomas L. Callicutt, Jr.
 
 
Thomas L. Callicutt, Jr.
 
 
Chief Financial Officer

4