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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 6, 2022

 

ServisFirst Bancshares, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware  001-36452  26-0734029
(State or other jurisdiction  (Commission  (IRS Employer
of incorporation)  File Number)  Identification No.)

 

2500 Woodcrest Place, Homewood, Alabama  35209
(Address of principal executive offices)  (Zip Code)

 

(205) 949-0302
(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:

 

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 Name of exchange on which registered
Common SFBS 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.07 – Submission of Matters to a Vote of Security Holders.

 

(a)On May 6, 2022, the Company held its Annual Meeting of Stockholders.

 

(b)Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management’s nominees for directors as listed in the Proxy Statement, and all such nominees for director listed in the Proxy Statement were elected. The final results of the voting for directors are set forth below:

 

Proposal 1

Election of Directors

 

Nominee For Withhold

Abstain

 

Broker non-votes
Thomas A. Broughton III 39,905,906 404,572 - 7,994,965
J. Richard Cashio 37,481,337 2,829,141 - 7,994,965
James J. Filler 39,812,372 498,106 - 7,994,965
Michael D. Fuller 39,370,409 940,069 - 7,994,965
Christopher J. Mettler 40,246,456 64,022 - 7,994,965
Hatton C.V. Smith 39,791,765 518,713 - 7,994,965
Irma L. Tuder 39,473,298 837,180 - 7,994,965

 

Described below are the other matters voted upon at the Annual Meeting and the final number of affirmative votes, negative votes, abstentions and broker non-votes:

 

Proposal 2

Advisory vote on executive compensation - approved

 

For Against

Abstain

 

Broker non-votes
39,742,549 457,620 110,309 7,994,965

 

Proposal 3

Ratification of Dixon Hughes Goodman LLP as Independent Registered Public Accounting Firm

for the year ending December 31, 2022 - approved

 

For Against

Abstain

 

Broker non-votes
48,183,642 104,500 17,301 -

 

Proposal 4

Amendment of Restated Certificate of Incorporation to Increase the Number of Authorized

Shares of ServisFirst’s Common Stock - approved

 

For Against

Abstain

 

Broker non-votes
44,783,335 3,493,771 28,337 -

 

As of the record date of the Annual Meeting, 54,280,382 shares of common stock were issued and outstanding, with 48,305,443 shares of common stock represented by proxies at the Annual Meeting.

 

 

 

 

 

SIGNATURE

 

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.

 

  SERVISFIRST BANCSHARES, INC.
   
   
   
  /s/ Thomas A. Broughton, III
Dated: May 10, 2022 By: Thomas A. Broughton III
  Chief Executive Officer