SouthState Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Immediately following the Annual Meeting of Shareholders of SouthState Corporation (the “Company”) held on April 23, 2025 (the “Annual Meeting”) discussed in Item 5.07 herein, the Board of Directors (the “Board”) met for its quarterly board meeting. At the meeting, the Board reduced its size from 15 members to 14 members, effective immediately following the Annual Meeting, and approved the appointment of new committee chairs and committee membership for the Board’s four (4) standing committees, as approved and recommended by the Board’s Governance and Nominating Committee, each of which is composed of the following members:
Audit Committee Ronald M. Cofield, Sr, Chair Shantella E. Cooper Janet P. Froetscher James W. Roquemore David G. Salyers G. Stacy Smith Joshua A. Snively | Compensation Committee Shantella E. Cooper, Chair Janet P. Froetscher Douglas J. Hertz G. Ruffner Page David G. Salyers Joshua A. Snively | |
Governance and Nominating Committee Douglas J. Hertz, Chair Merriann Metz G. Ruffner Page William K. Pou, Jr. | Risk Committee Martin B. Davis, Chair Merriann Metz William K. Pou, Jr. James W. Roquemore G. Stacy Smith |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. A total of 101,364,628 shares of the Company’s common stock were entitled to vote as of February 24, 2025, the record date for the Annual Meeting. There were 91,523,897 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
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Proposal No. 1: Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2026 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
Nominees for Director | Votes For | Votes Withheld/Abstained | Broker Non-Votes |
|---|---|---|---|
David R. Brooks | 83,071,381 | 510,122 | 7,942,394 |
Ronald M. Cofield, Sr. | 82,769,857 | 811,646 | 7,942,394 |
Shantella E. Cooper | 81,929,875 | 1,651,628 | 7,942,394 |
John C. Corbett | 82,740,910 | 840,593 | 7,942,394 |
Martin B. Davis | 82,760,894 | 820,609 | 7,942,394 |
Janet P. Froetscher | 83,077,348 | 504,155 | 7,942,394 |
Douglas J. Hertz | 82,419,643 | 1,161,860 | 7,942,394 |
Merriann Metz | 83,099,231 | 482,272 | 7,942,394 |
G. Ruffner Page, Jr. | 82,770,967 | 810,536 | 7,942,394 |
William Knox Pou, Jr. | 80,622,648 | 2,958,855 | 7,942,394 |
James W. Roquemore | 82,758,365 | 823,138 | 7,942,394 |
David G. Salyers | 82,764,886 | 816,617 | 7,942,394 |
G. Stacy Smith | 83,051,900 | 529,603 | 7,942,394 |
Joshua A. Snively | 82,404,787 | 1,176,716 | 7,942,394 |
Proposal 2: Compensation of Named Executive Officers. The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement. The results of the vote were as follows:
Voting For | 79,929,686 |
Voting Against | 3,507,227 |
Abstain from Voting | 144,590 |
Non-Votes | 7,942,394 |
91,523,897 |
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Proposal 3: Change in Domicile of SouthState Corporation from South Carolina to Florida. The shareholders voted to approve the Company’s change in domicile from South Carolina to Florida, as disclosed in the proxy statement. The results of the vote were as follows:
Voting For | 83,060,821 |
Voting Against | 393,270 |
Abstain from Voting | 127,412 |
Non-Votes | 7,942,394 |
91,523,897 |
Proposal 4: Appointment of Independent Registered Public Accounting Firm. The shareholders voted to ratify, as an advisory, non-binding vote, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
Voting For | 90,438,705 |
Voting Against | 983,224 |
Abstain from Voting | 101,968 |
Non-Votes | -- |
91,523,897 |
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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.
SOUTHSTATE CORPORATION (Registrant) | |
By: | /s/ William E. Matthews V |
Name: | William E. Matthews V |
Title: | Senior Executive Vice President and Chief Financial Officer |
Dated: April 23, 2025
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