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, 2021
Grandsouth Bancorporation
(Exact name of registrant as specified in its charter)
| South Carolina | 000-31937 | 57-1104394 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
381 Halton Road Greenville, South Carolina 29607
(Address of principal executive offices) (Zip Code)
(864) 770-1000
(Registrant’s telephone number, including area code)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
| ITEM 5.07 | SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS |
The 2021 annual meeting of shareholders of Grandsouth Bancorporation, a South Carolina corporation (the “Company”), was held on May 19, 2021 (the “Annual Meeting”). As of March 30, 2021, the record date of the Annual Meeting, 5,173,397 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 4,002,440 shares of Company’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
The Company’s shareholders voted on four proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:
Proposal 1
The election of thirteen persons who will serve as members of the Board of Directors for terms specified in the Proxy Statement or until their successors are duly elected and qualified:
| Broker Non- | ||||||||||||
| Nominee | For | Withheld | Votes | |||||||||
| Mason Y. Garrett | 3,331,182 | 4,602 | 666,656 | |||||||||
| Harold E. Garrett | 3,331,182 | 4,602 | 666,656 | |||||||||
| John B. Garrett | 3,331,182 | 4,602 | 666,656 | |||||||||
| Michael L. Gault | 3,331,182 | 4,602 | 666,656 | |||||||||
| Baety O. Gross, Jr. | 3,320,285 | 15,499 | 666,656 | |||||||||
| S. Hunter Howard, Jr. | 3,331,182 | 4,602 | 666,656 | |||||||||
| Anthony P. Morgan | 3,321,682 | 14,102 | 666,656 | |||||||||
| J. Randolph Potter | 3,190,564 | 145,220 | 666,656 | |||||||||
| J. Calhoun Pruitt, Jr. | 3,197,523 | 138,261 | 666,656 | |||||||||
| Edward M. Rast, Jr. | 3,185,433 | 150,351 | 666,656 | |||||||||
| James B. Schwiers | 3,331,182 | 4,602 | 666,656 | |||||||||
| John W. Shealy, Jr. | 3,190,564 | 145,220 | 666,656 | |||||||||
| LeeAnn Weber | 3,328,680 | 7,104 | 666,656 | |||||||||
Proposal 2
The approval of an advisory “say on pay” resolution supporting the compensation plan for executive officers:
| For | Against | Abstain | Broker Non- Votes | |||
| 3,188,095 | 4,306 | 143,383 | 666,656 |
Proposal 3
The approval of an advisory resolution supporting the annual vote of future “say on pay” resolutions:
| For | ||||
| One Year | 2,930,114 | |||
| Two Years | 172,690 | |||
| Three Years | 70,160 | |||
| Abstain | 159,486 | |||
| Non-Votes | 666,656 | |||
| Uncast | 3,334 | |||
Proposal 4
The ratification of the appointment of Elliott Davis, LLC as the independent registered public accounting firm for the Company for the year ending December 31, 2021.
| For | Withheld | Abstain | ||
| 3,967,479 | 29,523 | 5,438 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| GRANDSOUTH BANCORPORATION | ||
| Dated: May 20, 2021 | By: | /s/ John B. Garrett |
| John B. Garrett | ||
| Chief Financial Officer | ||