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) April 26, 2018

 

CENTERSTATE BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Florida

 

000-32017

 

59-3606741

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

1101 First Street South, Suite 202, Winter Haven, FL

 

33880

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:   (863) 293-4710

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

 

The Annual Meeting of Shareholders of CenterState Bank Corporation (the “Company”) was held on April 26, 2018.  Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations.  A total of 83,627,797 shares of the Company’s common stock were entitled to vote as of February 28 2018, the record date for the Annual Meeting. There were 68,974,880 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on five proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal No. 1 – Election of Directors.  The following directors were elected to serve until the annual meeting of shareholders in 2019.  Each nominee was an incumbent director, no other person was nominated, and each nominee was elected.  The number of votes cast was approximately as follows:

 

 

For

Withheld

Broker non votes

James H. Bingham

56,825,515

514,160

11,635,205

Michael Brown, Sr.

56,878,348

461,327

11,635,205

C. Dennis Carlton

55,620,416

1,719,259

11,635,205

Michael F. Ciferri

56,892,476

447,199

11,635,205

John C. Corbett

56,858,374

481,301

11,635,205

Jody J. Dreyer

56,918,449

421,226

11,635,205

Griffin A. Greene

56,892,359

447,316

11,635,205

Charles W. McPherson

56,240,909

1,098,766

11,635,205

G. Tierso Nunez II

56,208,588

1,131,087

11,635,205

Thomas E. Oakley

55,839,314

1,500,361

11,635,205

Ernest S. Pinner

56,806,585

533,090

11,635,205

William K. Pou, Jr.

56,884,238

455,437

11,635,205

Daniel R. Richey

56,889,990

449,685

11,635,205

David G. Salyers

56,929,222

410,453

11,635,205

Joshua A. Snively

56,882,716

456,959

11,635,205

Mark W. Thompson

55,621,745

1,717,930

11,635,205

 

Proposal No. 2 – Advisory Vote on the Company’s Executive Compensation.  The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s named executive officers, as disclosed in the proxy statement.  The results of the vote were as follows:  

 

For

53,687,137

Against

3,288,817

Abstain

363,721

Broker non votes

11,635,205

 

Proposal No. 3 – Approval of the Company’s 2018 Equity Incentive Plan.  The shareholders approved the Company’s 2018 Equity Incentive Plan. The results of the vote were as follows:  

 

For

54,919,024

Against

2,326,153

Abstain

94,498

Broker non votes

11,635,205

 

Proposal No. 4 – Approval to Increase the Number of Authorized Shares of the Company’s Common Stock.  The shareholders approved an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 200,000,000.  The results of the vote were as follows:

 

For

66,269,143

Against

2,593,152

Abstain

112,585

 

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Proposal No. 5 – Ratification of Appointment of Independent Auditors.  The shareholders ratified the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.  The results of the vote were as follows:

 

For

68,122,131

Against

764,420

Abstain

88,329

 

Item 8.01

Other Events

 

The board of directors of the Company declared a quarterly cash dividend on its common stock of $0.10 per share.  The dividend is payable on June 29, 2018 to shareholders of record as of June 15, 2018.


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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.  

 

 

 

CENTERSTATE BANK CORPORATION

 

 

 

 

By:

/s/ Jennifer L. Idell

 

 

Jennifer L. Idell

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

Date:  April 27, 2018

 

 

 

 

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