Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1: Proposal to approve the Agreement and Plan of Merger and
Reorganization, dated as of
Votes For Votes Against Abstentions Broker Non-Votes 5,818,055 47,875 8,664 -0-
Proposal 2: Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise related to the merger.
Votes For Votes Against Abstentions Broker Non-Votes 5,494,275 299,638 80,681 -0-
Proposal 3: Proposal to approve the adjournment or postponement of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement.
Votes For Votes Against Abstentions Broker Non-Votes 5,788,471 68,204 17,919 -0-
Since sufficient votes were present at the special meeting to approve the merger agreement, the Company did not, under Proposal 3, motion to adjourn the special meeting to a later date.
Item 8.01. Other Events.
On
Additional Information About the Merger and Where to Find It
This current report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company or Carolina
Financial. In connection with the proposed merger of the Company with and into
Carolina Financial, Carolina Financial has filed with the
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BEFORE MAKING ANY ELECTION DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
Company shareholders are able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about the
Company and Carolina Financial, at the
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The Company
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and is including this statement for purposes of
these safe harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies, and expectations of
the Company, are generally identified by the use of words such as "believe,"
"expect," "intend," "anticipate," "estimate," or "project" or similar
expressions. The Company's ability to predict results, or the actual effect of
future plans or strategies, is inherently uncertain. Factors that could impact
the forward-looking statements contained herein or that could have a material
adverse effect on the operations and future prospects of the Company include,
but are not limited to: the ability to meet other closing conditions to the
merger with Carolina Financial; the ability to complete the merger as expected
and within the expected timeframe; disruptions to customer and employee
relationships and business operations caused by the merger; the ability to
implement integration plans associated with the merger transaction, which
integration may be more difficult, time-consuming or costly than expected; the
ability to achieve the cost savings and synergies contemplated by the merger
within the expected timeframe, or at all; changes in local and national
economies, or market conditions; changes in interest rates; regulations and
accounting principles; changes in policies or guidelines; loan demand and asset
quality, including real estate values and collateral values; deposit flow; the
impact of competition from traditional or new sources; and the other factors
detailed in the Company's publicly filed documents with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release datedDecember 18, 2019
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