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 2, 2017
Carolina Trust BancShares, Inc. |
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(Exact Name of Registrant as Specified in Charter)
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| North Carolina | 000-55683 | 81-2019652 |
(State or Other Jurisdiction of Incorporation)
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(Commission File Number) | (IRS Employer Identification No.)
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| 901 East Main Street, Lincolnton, North Carolina | 28092 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s Telephone Number, Including Area Code: (704) 735-1104 |
| (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:
| ☐ | 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)) | |
| ☐ | 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 5.07 – Submission of Matters to a Vote of Security Holders
On May 2, 2017, Carolina Trust BancShares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were four proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the nominees were approved and elected to serve on the Company’s Board of Directors. The second proposal to ratify the bylaw provisions for staggered terms of directors was not approved as a majority of the casted votes were against the proposal. The by-laws will be amended by the board of directors at its next meeting to change the director term to 1 year. Proposals 3 and 4 were approved by shareholders. Proposal 3 was an advisory vote on executive compensation, and Proposal 4 was the ratification of the appointment of Dixon Hughes Goodman as the independent registered public accounting firm.
The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting, filed with the SEC on March 31, 2017.
The voting results were as follows:
Proposal 1: Proposal to elect seven members of the Board of Directors for the terms indicated.
| Directors Elected | Term | Shares Voted For | Shares Withheld | Shares Abstained | Broker Non-Votes | |||||||||||||
| Ralph N. Strayhorn III | One-Year | 2,308,675 | 45,789 | 0 | 1,203,762 | |||||||||||||
| Jim R. Watson | One-Year | 2,309,598 | 44,866 | 0 | 1,203,762 | |||||||||||||
| Johnathan L. Rhyne, Jr. | Two-Year | 2,306,121 | 48,343 | 0 | 1,203,762 | |||||||||||||
| Frederick P. Spach, Jr. | Two-Year | 2,311,680 | 42,784 | 0 | 1,203,762 | |||||||||||||
| Bryan Elliott Beal | Three-Year | 2,312,577 | 41,887 | 0 | 1,203,762 | |||||||||||||
| Scott C. Davis | Three-Year | 2,306,495 | 47,969 | 0 | 1,203,762 | |||||||||||||
| Jerry L. Ocheltree | Three-Year | 2,308,581 | 45,883 | 0 | 1,203,762 | |||||||||||||
Proposal 2: Ratification of bylaw provisions for staggered terms for directors.
| Shares Voted For | Shares Against | Shares Abstained | Broker Non-Votes | ||
| 765,927 | 1,204,901 | 383,636 | 1,203,762 |
Proposal 3: Advisory vote on executive compensation.
| Shares Voted For | Shares Against | Shares Abstained | Broker Non-Votes | ||
| 2,242,501 | 87,648 | 24,315 | 1,203,762 |
Proposal 4: Ratification of the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the year ending December 31, 2017.
| Shares Voted For | Shares Against | Shares Abstained | Broker Non-Votes | ||
| 3,492,980 | 50,841 | 14,405 | 0 |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Carolina Trust BancShares, Inc. | |||
| By: | /s/ Edwin E. Laws | ||
| Name: Edwin E. Laws | |||
| Title: Chief Financial Officer | |||
| Date: May 5, 2017 | |||
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