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    Ameris Bancorp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/6/25 4:14:57 PM ET
    $ABCB
    Major Banks
    Finance
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    abcb-20250605
    false000035156900003515692025-06-052025-06-05

    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):June 5, 2025
    Ameris Bancorp
    (Exact Name of Registrant as Specified in Charter)
    Georgia001-1390158-1456434
    (State or Other Jurisdiction of Incorporation)(Commission File Number) (IRS Employer Identification No.)
        
    3490 Piedmont Road N.E., Suite 1550
    Atlanta,Georgia30305
    (Address of Principal Executive Offices)(Zip Code)
    Registrant’s telephone number, including area code:(404)639-6500
    (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))
    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, par value $1.00 per share
    ABCB
    New York Stock Exchange

    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 June 5, 2025, Ameris Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, there were present in person or by proxy 60,816,492 shares of the Company’s common stock, $1.00 par value per share, representing 88.25% of the shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s shareholders: (1) elected 10 members to the Board of Directors of the Company to serve until the Company's 2026 Annual Meeting of Shareholders; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 23, 2025. The voting results for each proposal are as follows:

    1.Election of the following director nominees by a majority vote to serve as directors until the annual meeting of shareholders to be held in 2026:
    NomineeForAgainstAbstentionsBroker Non-Votes
    William I. Bowen, Jr.52,215,2772,848,52851,9195,700,768
    Rodney D. Bullard54,954,165108,60452,9555,700,768
    Wm. Millard Choate54,960,465103,80051,4595,700,768
    Leo J. Hill51,561,5293,497,84256,3535,700,768
    Daniel B. Jeter53,980,9231,083,79051,0115,700,768
    Robert P. Lynch53,668,9481,391,23655,5405,700,768
    Claire E. McLean54,955,283108,21152,2305,700,768
    James B. Miller, Jr.53,556,4331,509,47649,8155,700,768
    H. Palmer Proctor, Jr.54,236,756829,16049,8085,700,768
    William H. Stern50,013,4865,047,22455,0145,700,768

    2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by a vote of 60,663,455 for, 16,807 against, 136,230 abstentions and 0 broker non-votes.
    3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers by a vote of 53,534,986 for, 1,297,582 against, 283,156 abstentions and 5,700,768 broker non-votes.





    SIGNATURE
    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.
    AMERIS BANCORP
    By:/s/ Nicole S. Stokes
    Nicole S. Stokes
    Chief Financial Officer


    Date: June 6, 2025



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