false000035156900003515692020-06-112020-06-11
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
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Date of report (Date of earliest event reported): |
June 11, 2020 |
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Ameris Bancorp |
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(Exact Name of Registrant as Specified in Charter) |
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Georgia |
001-13901 |
58-1456434 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3490 Piedmont Road N.E., Suite 1550 |
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Atlanta, |
Georgia |
30305 |
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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: |
(404) |
639-6500 |
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(Former Name or Former Address, if Changed Since Last
Report)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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ABCB
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Nasdaq Global Select Market
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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.
¨
Item 5.07 Submission
of Matters to a Vote of Security Holders.
On June 11, 2020, 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 64,327,647 shares
of the Company’s common stock, $1.00 par value per share (the
“Common Stock”), representing 92.54% of the total outstanding
eligible votes. At the Annual Meeting, the Company’s shareholders:
(1) elected eight members to the Board of Directors of the Company
(the “Board”) to serve the terms described below; (2) ratified the
appointment of Crowe LLP as the Company’s independent registered
public accounting firm for the year ending December 31, 2020; (3)
approved, on an advisory basis, the compensation of the Company’s
named executive officers; (4) approved the amendment of the
Company’s Articles of Incorporation to increase the number of
authorized shares of Common Stock from 100 million shares to 200
million shares; (5) approved the amendment of the Company’s
Articles of Incorporation to eliminate the supermajority vote
required to amend certain provisions of the Company’s Articles of
Incorporation and Bylaws; and (6) approved the amendment of the
Company’s Articles of Incorporation and Bylaws to declassify the
Board. Each of the foregoing proposals was set forth and described
in the Notice of Annual Meeting and Proxy Statement of the Company
dated April 27, 2020, as supplemented by the Definitive Additional
Materials filed with the Securities and Exchange Commission on May
26, 2020.
The voting results for each proposal are as follows:
1.Election
of the following director nominees by a majority vote to serve as
Class I directors until the annual meeting to be held in
2022:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Rodney D. Bullard |
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58,787,759 |
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1,316,191 |
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4,223,697 |
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James B. Miller, Jr. |
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57,642,764 |
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2,461,186 |
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4,223,697 |
Election of the following director nominees by a majority vote to
serve as Class II directors until the annual meeting to be held in
2023:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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William I. Bowen, Jr. |
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58,904,311 |
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1,199,639 |
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4,223,697 |
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Wm. Millard Choate |
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58,891,497 |
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1,212,453 |
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4,223,697 |
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Robert P. Lynch |
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57,693,880 |
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2,410,070 |
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4,223,697 |
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Elizabeth A. McCague |
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58,824,420 |
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1,279,530 |
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4,223,697 |
Election of the following director nominees by a majority vote to
serve as Class III directors until the annual meeting to be held in
2021:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Gloria A. O’Neal |
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59,341,307 |
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762,643 |
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4,223,697 |
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H. Palmer Proctor, Jr. |
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58,888,435 |
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1,215,515 |
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4,223,697 |
2.Ratification
of the appointment of Crowe LLP as the Company’s independent
registered public accounting firm for the year ending December 31,
2020 by a vote of 64,262,490 for, 30,922 against, 34,235 abstaining
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 58,624,811 for, 1,239,966 against,
239,173 abstaining and 4,223,697 broker non-votes.
4.Approval
of the amendment of the Company’s Articles of Incorporation to
increase the number of authorized shares of Common Stock from 100
million shares to 200 million shares by a vote of 61,297,836 for,
2,846,491 against, 183,320 abstaining and 0 broker
non-votes.
5.Approval
of the amendment of the Company’s Articles of Incorporation to
eliminate the supermajority vote required to amend certain
provisions of the Company’s Articles of Incorporation and Bylaws by
a vote of 59,674,657 for, 376,047 against, 53,246 abstaining and
4,223,697 broker non-votes.
6.Approval
of the amendment of the Company’s Articles of Incorporation and
Bylaws to declassify the Board by a vote of 59,725,685 for, 326,656
against, 51,609 abstaining and 4,223,697 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
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By: |
/s/ Nicole S. Stokes |
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Nicole S. Stokes |
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Executive Vice President and Chief Financial Officer |
Date: June 15, 2020
