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 23, 2013
Congaree Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation)
333-131931 |
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20-3863936 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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1201 Knox Abbott Drive, Cayce, South Carolina |
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29033 |
(Address of principal executive offices) |
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(Zip Code) |
(803) 794-2265
(Registrants telephone number, including area code)
n/a
(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):
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2013 Annual Meeting of Shareholders of Congaree Bancshares, Inc. (the Company) was held on May 23, 2013 at the Clarion Inn (Airport) at 500 Chris Drive, West Columbia, South Carolina. At the Annual Meeting, there were present in person or by proxy 947,195 shares of the Companys common stock, representing approximately 53.7% of the total outstanding eligible votes.
At the Annual Meeting, the shareholders of the Company voted: (1) to elect four Class I members to the Board of Directors; (2) to approve the compensation of the Companys named executive officers; (3) to approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay proposals every one, two, or three years, and (4) to ratify the appointment of Elliott Davis, LLC as the Companys independent registered public accountants for the fiscal year ended December 31, 2013
The results of each proposal are indicated below, of which, all of the proposals were approved by the Companys shareholders.
The voting results for each proposal voted on the Annual Meeting are as follows:
1. To elect four Class I members to the Board of Directors:
CLASS I |
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For |
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Withheld |
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Broker |
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Thomas Hal Derrick |
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834,192 |
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14,122 |
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98,881 |
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Charlie T. Lovering |
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836,934 |
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11,380 |
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98,881 |
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Stephen P. Nivens |
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816,723 |
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31,591 |
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98,881 |
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E. Daniel Scott |
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828,162 |
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20,152 |
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98,881 |
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The other directors that continued in office after the meeting are as follows:
CLASS II |
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CLASS III |
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J. Kevin Reeley |
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Samuel M. Corley |
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Dr. Larry J. Stroud |
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Charles A. Kirby |
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Donald E. Taylor |
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Nitin C. Shah |
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Harry Michael White |
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John D. Thompson |
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2. To approve the compensation of the Companys named executive officers:
For |
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Against |
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Abstain |
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Broker Non-Vote |
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758,725 |
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39,150 |
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50,439 |
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98,881 |
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3. To approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay every one, two, or three years:
1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Vote |
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257,716 |
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98,101 |
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452,028 |
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40,469 |
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98,881 |
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4. To ratify the appointment of Elliott Davis, LLC as the Companys independent registered public accountants:
For |
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Against |
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Abstain |
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934,974 |
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10,096 |
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2,125 |
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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.
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CONGAREE BANCSHARES, INC. | ||
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Dated: May 28, 2013 |
By: |
/s/CHARLES A. KIRBY | |
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Name: |
Charles A. Kirby | |
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Title: |
Chief Executive Officer | |