Current Report Filing (8-k)
July 21 2017 - 4:32PM
Edgar (US Regulatory)
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):
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July 18, 2017
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Ameris Bancorp
(Exact Name of Registrant as Specified
in Charter)
Georgia
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001-13901
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58-1456434
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of
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Identification No.)
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Incorporation)
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310 First Street, S.E., Moultrie, Georgia
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31768
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(229) 890-1111
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(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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective July 18, 2017, the Board of Directors
of Ameris Bancorp (the “Company”) amended and restated the Company’s Bylaws (the “Amended and Restated
Bylaws”) to change the mandatory retirement age for the Company’s directors from 70 years to 75 years. Under the revised
provision, as set forth in Article III, Section 2(a) of the Amended and Restated Bylaws, each director is required to retire at
the annual meeting of the Company’s shareholders that follows the date such director attains age 75.
In addition, the Amended and Restated Bylaws
provide that the required officers of the Company shall include a Chief Executive Officer, which previously was not a required
office but one that the Board of Directors could create in its discretion. As provided in Article IV, Section 6 of the Amended
and Restated Bylaws, the Chief Executive Officer shall be the chief executive officer of the Company and the President (provided
there is one), in addition to having such other duties as may be delegated to him or her by the Board of Directors or the Chief
Executive Officer, shall perform those of the Chief Executive Officer in the absence or disability of the Chief Executive Officer
or at the direction of the Chief Executive Officer.
The Amended and Restated Bylaws also contain
clarifications, updates and revisions to certain other provisions, including those relating to meetings of shareholders (Article
II, Section 4), conduct of meetings of shareholders (Article II, Section 6) and amendment of, or successor to, director and officer
indemnification provisions (Article VII, Sections 6 and 7).
This description of the amendments to the
Company’s Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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3.1
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Bylaws of the Company, as amended and restated effective July 18, 2017.
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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.
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AMERIS BANCORP
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By:
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/s/ Dennis J. Zember Jr.
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Dennis J. Zember Jr.
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Executive Vice President Chief Financial Officer and
Chief Operating Officer
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Date: July 21,
2017
EXHIBIT INDEX
Exhibit No.
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Exhibit
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3.1
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Bylaws of the Company, as amended and restated effective July 18, 2017.
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