UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 1, 2018

Registrant’s Telephone Number, Including Area Code: (704) 735-1104

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.  ☐

 

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 1, 2018, the Board of Directors (the “Board”) of Carolina Trust BancShares, Inc. (the “Registrant”), approved amendments to the Registrant’s bylaws to remove provisions in the bylaws that referenced a classified board structure.  At the Registrant’s 2017 annual meeting of shareholders, the Board had sought ratification of bylaw provisions providing for a staggered board with the Board divided into three, approximately even classes and with directors elected to three-year terms.  This is how the Board had historically been structured prior to the Registrant’s reorganization into the bank holding company form of organization that occurred on August 16, 2016.

In response to the 2017 shareholder vote, the Board has amended Article III, Section 2(b) of the Registrant’s bylaws to expressly provide that all directors will be elected annually at the annual meeting of shareholders.  Such annual election of directors is also the default rule under North Carolina law.

The foregoing description of the Registrant’s amendment to its bylaws is qualified in all respects by reference to the text of the Registrant’s bylaws, as amended, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

 

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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