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SBCF > SEC Filings for SBCF > Form 8-K on 23-Jun-2009All Recent SEC Filings

Show all filings for SEACOAST BANKING CORP OF FLORIDA | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SEACOAST BANKING CORP OF FLORIDA


23-Jun-2009

Other Events


Item 8.01 Other Events

At the Annual Meeting of Shareholders of Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") held on June 18, 2009 (the "Annual Meeting"), the Company's shareholders i) elected the following nominees to the Company's Board of Directors (Proposal 1), to serve until the 2012 annual meeting of shareholders or until their respective successors are duly elected and qualified:

                                  FOR          Withheld Authority
Nominee                        #         %

Jeffrey C. Bruner          16,393,040   85.6         1,148,118
H. Gilbert Culbreth, Jr.   16,597,922   86.7           943,236
Christopher E. Fogal       16,560,358   86.5           980,800
Dale M. Hudson             16,271,912   85.0         1,269,246

(the other directors whose terms of office continued after the Annual Meeting are: Stephen E. Bohner, John H. Crane, T. Michael Crook, Jeffrey S. Furst, A. Douglas Gilbert, Dennis S. Hudson, Jr., Dennis S. Hudson, III, Thomas E. Rossin, Thomas H. Thurlow, Jr., and Edwin E. Walpole, III);

ii) approved an amendment (Proposal 2) to the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation") which increased the authorized shares of Seacoast's Common Stock from 35,000,000 shares to 65,000,000, and increased the Company's total authorized shares of Common Stock and Preferred Stock to 69,000,000 (the number of affirmative votes cast was 15,424,616; the number of negative votes cast was 1,940,747; and the number of abstentions was 175,795);

iii) approved an amendment (Proposal 4) to the Articles of Incorporation which deleted the requirement of affirmative votes of an "independent majority of shareholders" in the case of amending certain of articles of the Articles of Incorporation (the number of affirmative votes cast was 16,265,108; the number of negative votes cast was 1,058,897; and the number of abstentions was 217,153);

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iv) approved an amendment to Seacoast's Employee Stock Purchase Plan (Proposal
5) which increased the shares of Company common Stock reserved for issuance under the Employee Stock Purchase Plan from 330,000 to 730,000 (the number of affirmative votes cast was 11,877,692; the number of negative votes cast was 1,056,000; the number of abstentions was 148,393; and the number of non-votes was 4,459,073);

v) endorsed, on a non-binding basis, the compensation of the Company's named executive officers (Proposal 6) as disclosed in the Proxy Statement (the number of affirmative votes cast was 14,429,800; the number of negative votes cast was 2,931,626; and the number of abstentions was 179,732); and

vi) approved a proposal (Proposal 7) which granted the proxy holders discretionary authority to vote to adjourn the Annual Meeting for up to 120 days to allow for the solicitation of additional shares proxies in the event that there were insufficient shares voted at the Annual Meeting to approve certain proposals, including Proposal 3 described below (the number of affirmative votes cast was 16,479,792; the number of negative votes cast was 815,050; and the number of abstentions was 246,316).

The proposal presented at the Annual Meeting to amend the Articles of Incorporation to restate Article VII (Proposal 3) to eliminate ambiguity and to reduce the scope of the definition of "Business Combinations" and to reduce the scope of the requirement for supermajority shareholder approvals, including deleting the term "independent majority of shareholders", did not receive the requisite number of affirmative votes for approval. Therefore, as provided under Proposal 7 and approved by shareholders, the Annual Meeting was adjourned to June 30, 2009 solely for the purpose of allowing the Company to seek additional favorable votes for Proposal 3.

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