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 earlies event reported)
 
June 20, 2012

First Security Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)
000-49747
 
58-2461486
(Commission File Number)
 
(IRS Employer Identification No.)

531 Broad Street, Chattanooga, Tennessee
 
37402
(Address of Principal Executive Offices)
 
(Zip Code)

(423) 266-2000

(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))







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

The annual meeting of shareholders of the First Security Group, Inc. (“First Security”) was held on June 20, 2012 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. The matters listed below were submitted to a vote of First Security's shareholders and the final voting results were as follows:

The following nominees were elected by First Security's common stock holders as Directors of First Security to serve until the 2013 Annual Meeting of Shareholders and until their successors have been elected and qualified:

Name
For
Withheld
Broker Non-Votes
William C. Hall
630,608
33,428
558,375
Carol H. Jackson
627,216
36,820
558,375
Robert P. Keller
645,203
18,833
558,375
Ralph L. Kendall
636,516
27,520
558,375
Kelly P. Kirkland
631,976
32,060
558,375
D. Michael Kramer
658,222
5,814
558,375
Larry D. Mauldin
658,554
5,484
558,375

The following nominees were elected by First Security's Series A Preferred Stock holder as Directors of First Security to serve until the 2013 Annual Meeting of Shareholders and until their successors are elected and qualified, or until all dividends payable on all outstanding shares of the Series A Preferred Stock have been declared and paid in full:
Name
William F. Grant, III
Robert R. Lane

A non-binding resolution approving the compensation of First Security's executive officers, as disclosed under the federal securities laws, was approved by the vote set forth below:

For
Against
Abstentions
Broker Non-Votes
 
595,317
47,602
21,117
558,375
 

The shareholders approved the adoption of the First Security Group, Inc. 2012 Long-Term Incentive Plan by the vote set forth below:

For
Against
Abstentions
Broker Non-Votes
 
479,496
160,847
25,524
556,544
 

The appointment of Crowe Horwath LLP, as First Security's independent public accounting firm for the fiscal year ending December 31, 2012 was ratified by the vote set forth below:

For
Against
Abstentions
Broker Non-Votes
 
1,209,345
5,533
3,182
4,351
 









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 thereunto duly authorized.

FIRST SECURITY GROUP, INC
Dated:
June 26, 2012
 
 
By:
/s/ John R. Haddock
Name:
John R. Haddock
Title:
Chief Financial Officer