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): April 26, 2011
SCBT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
South Carolina (State or other jurisdiction of incorporation) |
|
001-12669 (Commission File |
|
57-0799315 (IRS Employer Identification No.) |
|
520 Gervais Street Columbia, South Carolina (Address of principal executive offices) |
|
29201 (Zip Code) |
(800) 277-2175
(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 (see General Instruction A.2. below):
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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2011, SCBT Financial Corporation (“SCBT”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Columbia, South Carolina. At the Annual Meeting, there were present in person or by proxy 10,702,986 shares of SCBT’s common stock, representing 76.68% of the total outstanding eligible votes. At the Annual Meeting, the shareholders of SCBT (1) elected six members of the Board of Directors, (2) ratified the appointment of Dixon Hughes PLLC as SCBT’s independent registered public accountants, (3) conducted an advisory vote on the compensation of the Company’s named executive officers, and (4) conducted an advisory vote on the frequency of such advisory vote on compensation of the Company’s named executive officers. The voting results for each proposal are as follows:
1) Approval of a proposal to elect the following individuals as directors of SCBT:
|
Nominees for Director |
|
Votes For |
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Votes Withheld |
|
|
|
|
|
|
|
|
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Robert R. Hill, Jr. |
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8,561,914 |
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204,504 |
|
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Luther J. Battiste, III |
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8,545,414 |
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218,968 |
|
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Ralph W. Norman |
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7,277,977 |
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1,488,441 |
|
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Alton C. Phillips |
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8,551,048 |
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215,370 |
|
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Susie H. VanHuss |
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7,250,274 |
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1,516,143 |
|
|
Kevin P. Walker |
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8,584,090 |
|
182,328 |
|
Each elected director received at least 82% of the voted shares in favor of their election.
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
Directors Whose Terms Will Expire in 2014
Luther J. Battiste, III
Robert R. Hill, Jr.
Ralph W. Norman
Alton C. Phillips
Susie H. VanHuss
Directors Whose Terms Will Expire in 2013
Robert R. Horger
Jimmy E. Addison
Harry M. Mims, Jr.
James W. Roquemore
John W. Williamson, III
Directors Whose Terms Will Expire in 2012
Kevin P. Walker
M. Oswald Fogle
Dwight W. Frierson
Thomas E. Suggs
Herbert G. Gray
2) Approval to ratify the appointment of Dixon Hughes PLLC as SCBT’s auditors for the fiscal year ending December 31, 2011:
|
|
|
Votes |
|
% of Shares |
|
% of Shares |
|
|
|
|
|
|
|
|
|
|
|
Voting For |
|
10,664,755 |
|
76.40 |
% |
99.64 |
% |
|
Voting Against |
|
23,233 |
|
0.17 |
% |
0.22 |
% |
|
Abstain From Voting |
|
14,998 |
|
0.11 |
% |
0.14 |
% |
|
Total |
|
10,702,986 |
|
76.68 |
% |
100.00 |
% |
3) Approval to conduct an advisory vote on the compensation of the Company’s named executive officers:
|
|
|
Votes |
|
% of Shares |
|
% of Shares |
|
|
|
|
|
|
|
|
|
|
|
Voting For |
|
7,035,720 |
|
50.41 |
% |
80.26 |
% |
|
Voting Against |
|
1,703,965 |
|
12.21 |
% |
19.44 |
% |
|
Abstain From Voting |
|
26,734 |
|
0.19 |
% |
0.30 |
% |
|
Non-votes |
|
1,936,568 |
|
13.87 |
% |
|
|
|
Total |
|
10,702,986 |
|
76.68 |
% |
100.00 |
% |
4) Approval to conduct an advisory vote on the frequency advisory vote on compensation of the Company’s named executive officers:
|
|
|
Votes |
|
% of Shares |
|
% of |
|
|
|
|
|
|
|
|
|
|
|
1 Year |
|
3,201,353 |
|
22.94 |
% |
36.52 |
% |
|
2 Years |
|
93,084 |
|
0.67 |
% |
1.06 |
% |
|
3 Years |
|
5,329,800 |
|
38.18 |
% |
60.81 |
% |
|
Abstain From Voting |
|
140,700 |
|
1.01 |
% |
1.61 |
% |
|
Non-votes |
|
1,936,568 |
|
13.87 |
% |
|
|
|
Uncast votes |
|
1,481 |
|
0.01 |
% |
0.00 |
% |
|
Total |
|
10,702,986 |
|
76.68 |
% |
100.00 |
% |
There were 1,936,568 broker non-votes with respect to proposals 1, 3 and 4 which are non-routine proposals.
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.
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SCBT FINANCIAL CORPORATION |
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(Registrant) |
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|
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Date: May 2, 2011 |
/s/ Donald E. Pickett |
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Donald E. Pickett |
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Executive Vice President and |
|
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Chief Financial Officer |