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SNV > SEC Filings for SNV > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for SYNOVUS FINANCIAL CORP

Form 8-K for SYNOVUS FINANCIAL CORP


29-Apr-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submissio


Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2014, the shareholders of Synovus Financial Corp. ("Synovus") approved an amendment (the "Share Increase Amendment") to Article 4 of Synovus' articles of incorporation to increase the number of authorized shares of Synovus common stock, $1.00 par value per share ("Common Stock") to 2,400,000,000 shares.

The Share Increase Amendment was approved by the Company's board of directors (the "Board") on February 19, 2014, subject to shareholder approval, and was effective upon approval by the Company's shareholders and the filing of the Articles Amendment with the Secretary of State of Georgia on April 24, 2014. The full text of the Share Increase Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Share Increase Amendment filed as Exhibit 3.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Synovus 2014 Annual Meeting of Shareholders was held on April 24, 2014. Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.

Proposal 1

The proposal was to elect as directors the 14 nominees named in the proxy
statement for Synovus' 2014 Annual Meeting of Shareholders.



          Nominee                             Votes For                 Vote Against                   Abstentions

Catherine A. Allen                          1,284,879,186                18,002,926                     2,139,269
Tim E. Bentsen                              1,286,854,368                15,852,333                     2,314,680
Stephen T. Butler                           1,291,352,773                11,597,113                     2,071,495
Elizabeth W. Camp                           1,286,709,248                16,135,716                     2,176,417
T. Michael Goodrich                         1,290,932,559                11,753,599                     2,335,223
V. Nathaniel Hansford                       1,283,461,887                18,038,809                     3,520,685
Mason H. Lampton                            1,287,261,415                15,695,493                     2,064,473
Jerry W. Nix                                1,289,444,080                13,251,083                     2,326,218
Harris Pastides                             1,293,414,712                 9,264,442                     2,342,227
Joseph J. Prochaska, Jr.                    1,290,452,882                12,214,960                     2,353,539
Kessel D. Stelling, Jr.                     1,279,399,379                23,504,263                     2,117,739
Melvin T. Stith                             1,283,191,366                19,519,121                     2,310,894
Barry L. Storey                             1,291,132,021                11,601,227                     2,288,133
Philip W. Tomlinson                         1,292,395,660                10,447,321                     2,178,400

There were 200,552,454 broker non-votes for each director on this proposal.


Proposal 2

The proposal was an advisory vote on the compensation of Synovus' named executive officers as determined by the Compensation Committee.

Votes For Votes Against Abstentions Broker Non-Votes

1,286,717,857 13,826,472 4,477,052 200,552,454

Proposal 3

The proposal was an advisory vote on the frequency of the advisory vote on executive compensation.

One Year Two Years Three Years Abstentions Broker Non-Votes

1,124,955,398 5,512,884 170,375,178 4,177,921 200,552,454

Proposal 4

The proposal was to approve an amendment to Synovus' Amended and Restated Articles of Incorporation to increase the number of shares of Synovus' Common Stock that Synovus is authorized to issue.

Votes For Votes Against Abstentions Broker Non-Votes

1,400,688,784 99,168,341 5,716,710 0

Proposal 5

The proposal was to approve an amendment to Synovus' Amended and Restated Articles of Incorporation to effect a 1-for-7 reverse stock split of Synovus' Common Stock.

Votes For Votes Against Abstentions Broker Non-Votes

1,426,785,819 69,900,437 8,887,579 0

Proposal 6

The proposal was to ratify the amendment to the 2010 Synovus Tax Benefits Preservation Rights Plan to extend the Plan.

Votes For Votes Against Abstentions Broker Non-Votes

1,214,107,757 85,923,257 4,990,367 200,552,454

Proposal 7

The proposal was to ratify the appointment of KPMG LLP as Synovus' independent auditor for the fiscal year ended December 31, 2014.

Votes For Votes Against Abstentions Broker Non-Votes

1,484,153,523 14,643,109 6,777,203 0



Item 8.01 Other Events.

On April 24, 2014, Synovus issued a press release announcing that at the 2014 Annual Meeting of Shareholders its shareholders approved a proposal authorizing Synovus' Board to effect a one-for seven reverse stock split of Synovus' Common Stock and that following such approval, the Board formally authorized the one-for-seven reverse stock split. Synovus anticipates that it will effect the reverse stock split on May 16,


2014, and that its shares of common stock will begin trading on a post-split basis on the New York Stock Exchange (NYSE) at the opening of trading on May 19, 2014. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

3.1 Articles of Amendment to Amended and Restated Articles of Incorporation of Synovus Financial Corp.

99.1 Synovus press release dated April 24, 2014.


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