Additional Proxy Soliciting Materials (definitive) (defa14a)
May 11 2021 - 4:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange
Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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SEACOAST BANKING CORPORATION
OF FLORIDA
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Dated Filed:
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SEACOAST BANKING CORPORATION OF FLORIDA
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT DATED
APRIL 9, 2021
FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 26, 2021
This supplement (the “Supplement”)
amends and supplements the Definitive Proxy Statement of Seacoast Banking Corporation of Florida, (the “Company”) filed with
the Securities and Exchange Commission on April 9, 2021 and amended on April 30, 2021 (the “Proxy Statement”) and provided
to shareholders of the Company in connection with the Company’s 2021 Annual Meeting of Shareholders to be held on Wednesday, May
26, 2021. This Supplement is being filed with the Securities and Exchange Commission and is being made available to shareholders on or
about May 11, 2021.
Additional Information Related to
Proposal 2: Approval and Adoption of the Company’s 2021 Incentive Plan
On May 10, 2021, the Company elected to revise
the Company’s 2021 Incentive Compensation Plan (the “2021 Plan”) to reduce the number of shares available for grant
thereunder from 2,250,000 to 1,750,000.
In addition, the Company wishes to provide
updated information regarding outstanding awards. Following March 29, 2021 (the “Record Date”), the Company granted additional
awards to employees with respect to approximately 321,834 shares. As of May 7, 2021, there were outstanding awards of approximately 761,434
previously granted stock options, which have a weighted-average exercise price of $22.32 per share and a weighted-average remaining contractual
life of 4.8 years, and approximately 716,242 shares underlying outstanding full value awards; and as of that date approximately 272,741
shares remained available for grant under the Company’s 2013 Incentive Plan (“2013 Plan”). The Company will limit additional
grants in the aggregate under the 2013 Plan between May 7, 2021 and the 2021 Annual Meeting of Shareholders to be held on May 26, 2021
to no more than 70,000 shares in total. If approved, the 2021 Plan will replace the 2013 Plan in its entirety and shares under the 2013
Plan will no longer remain available for grant as of the approval of the 2021 Plan.
The revision to the 2021 Plan, in its entirety,
consists of the following changes to Section 5.1 of the 2021 Plan:
“5.1. NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available
for issuance pursuant to Awards granted under the Plan shall be 1,750,000, plus a number of shares (not to exceed 716,242) underlying
awards outstanding as of the Effective Date under the Prior Plan that thereafter terminate or expire unexercised or are cancelled, forfeited
or lapse for any reason. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan
shall be 1,750,000. From and after the Effective Date, no further awards shall
be granted under the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding.”
Except as specifically supplemented
by the information contained herein, all information set forth in the Proxy Statement remains unchanged. From and after the date of this
Supplement, all references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby. The Proxy Statement
contains important information, and this Supplement should be read in conjunction with the Proxy Statement.
Your vote is important. Please carefully consider
the proposals included in the Proxy Statement, as well as matters disclosed in these supplemental proxy materials, and vote in favor of
such proposals, including in favor of Proposal 2, Approval and Adoption of the Company’s 2021 Incentive Plan.
If you have voted against Proposal 2 and would
like to revoke your prior vote and vote in favor of Proposal 2, you can do so at any time before the polls close at the Annual Meeting
by:
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(1)
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timely submitting another proxy via the telephone or internet;
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(2)
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delivering to Seacoast a written notice bearing a date later than the date of the proxy card, stating that you revoke the proxy, with
such written notice to be sent to: 815 Colorado Avenue, P.O. Box 9012, Stuart, Florida 34995, Attention: Corporate Secretary;
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(3)
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signing and delivering to Seacoast a proxy card relating to the same shares and bearing a later date; or
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(4)
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attending the Annual Meeting and voting in person by written ballet, although attendance at the meeting will not, by itself, revoke
a proxy.
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Please note that if you have voted through your
broker, bank or other nominee and you wish to change your vote on Proposal 2, you must follow the instructions received from such entity
to change your vote.
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