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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2024           
 
 
                Southern First Bancshares, Inc.                       
(Exact name of registrant as specified in its charter)
 
                  South Carolina                     
(State or other jurisdiction of incorporation)
 
                000-27719                            58-2459561         
(Commission File Number) (IRS Employer Identification No.)
 
6 Verdae Boulevard, Greenville, SC                         29607                   
(Address of principal executive offices) (Zip Code)
 
                   (864) 679-9000                
(Registrant's telephone number, including area code)
 
    100 Verdae Boulevard, Suite 100, Greenville, SC     
(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 (17CFR 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 each class Trading Symbol(s) Name of each exchange on which registered
Common Stock SFST The Nasdaq Global Market

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 21, 2024, of the 8,156,109 shares of common stock outstanding and entitled to vote at the 2024 Annual Shareholders’ Meeting, 7,236,350 shares (88.72%) were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the 2024 Annual Shareholders’ Meeting:

 

1.the election of four members to our board of directors to serve a one-year term;
2.the amendment to the Articles of Incorporation to increase the number of authorized shares of common stock to 20,000,000;
3.the amendment to the Southern First Bancshares, Inc. 2020 Equity Incentive Plan to extend its term for an additional three years;
4.the non-binding resolution on our executive compensation policies and procedures; and
5.the ratification of the appointment of Elliott Davis, LLC as our independent public accountant.

 

The following is a summary of the voting results for each matter presented to the shareholders:

 

1. Election of Directors
Director’s Name  

Votes

For

  Votes
Withheld		   Broker Non-Votes
Mark A. Cothran   5,913,146   500,149   823,055
Rudolph G. Johnstone, III, M.D.   4,731,316   1,681,979   823,055
R. Arthur Seaver, Jr.   6,209,128   204,167   823,055
Anna T. Locke   6,233,488   179,807   823,055

 

The following individuals continue to serve as directors until our Annual Meeting in the year indicated:

 

Directors Whose Terms Will Expire in 2025

Mark A. Cothran

Leighton M. Cubbage

David G. Ellison

Terry Grayson-Caprio

Rudolph G. Johnstone, III, M.D.

Anna T. Locke

James B. Orders, III

R. Arthur Seaver, Jr.

 

 

Directors Whose Terms Will Expire in 2026

Andrew B. Cajka

Anne S. Ellefson

Tecumseh Hooper, Jr.

Ray A. Lattimore

William A. Maner, IV

 

2. Approval of Amendment to the Articles of Incorporation

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
5,442,831   967,774   2,690   823,055

 

3. Approval of Southern First Bancshares, Inc. 2020 Equity Incentive Plan

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
6,093,781   316,950   2,564   823,055

 

4. Approval of Compensation of Named Executive Officers

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
4,726,923   1,679,894   6,478   823,055

 

5. Ratification of the Appointment of Elliott Davis, LLC

 

Votes For   Votes Against   Votes Abstained
7,202,036   30,200   4,114

 

ITEM 7.01. Regulation FD Disclosure.

 

On May 21, 2024, the Company made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.

 

The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 Presentation for Southern First Bancshares, Inc. Annual Shareholders’ Meeting
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

  SOUTHERN FIRST BANCSHARES, INC.
   
  By: /s/ Christian J. Zych
  Name:  Christian J. Zych
  Title: Chief Financial Officer

May 21, 2024

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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May 21, 2024
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Document Type 8-K
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Document Period End Date May 21, 2024
Entity File Number 000-27719
Entity Registrant Name Southern First Bancshares, Inc.
Entity Central Index Key 0001090009
Entity Tax Identification Number 58-2459561
Entity Incorporation, State or Country Code SC
Entity Address, Address Line One 6 Verdae Boulevard
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Entity Address, State or Province SC
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Entity Address, Address Line Two Suite 100
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