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 19, 2020
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SELECT BANCORP, INC. |
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|
(Exact Name of Registrant as Specified in Charter) |
| North Carolina | 000-50400 | 20-0218264 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 700 W. Cumberland Street, Dunn, North Carolina | 28334 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (910) 892-7080
| 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:
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of class | Trading Symbol | Name of exchange on which registered |
| Common Stock, par value $1.00 per share | SLCT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 19, 2020, the Company held its Annual Meeting. There were three proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the Board of Directors’ nominees were approved and elected to serve on the Company’s Board of Directors. Each of Proposals 2 and 3 were approved by the shareholders entitled to vote at the Annual Meeting by the requisite vote. The proposals below are described in greater detail in the Company’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 9, 2020 and as supplemented on May 8, 2020.
The voting results at the Annual Meeting were as follows:
Proposal 1: Proposal to elect four members of the Board of Directors for three-year terms.
| Directors Elected | Votes For | Votes Withheld | Broker Non-Votes | |||
| James H. Glen, Jr. | 11,910,154 | 427,044 | 3,015,530 | |||
| Gerald W. Hayes | 11,224,650 | 1,112,548 | 3,015,530 | |||
| William L. Hedgepeth II | 11,946,586 | 390,612 | 3,015,530 | |||
| Carlie C. McLamb, Jr. | 11,864,586 | 472,612 | 3,015,530 |
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 11,312,483 | 796,469 | 228,246 | 3,015,530 |
Proposal 3: Proposal to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2020.
| For | Against | Abstain | Broker Non-Votes | |||
| 15,220,100 | 49,745 | 82,883 | 0 |
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.
| SELECT BANCORP, INC. | ||
| Date: May 20, 2020 | By: | /s/ Mark A. Jeffries |
| Mark A. Jeffries | ||
| Executive Vice President and Chief Financial Officer | ||