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CCBG > SEC Filings for CCBG > Form 8-K on 2-May-2014All Recent SEC Filings

Show all filings for CAPITAL CITY BANK GROUP INC

Form 8-K for CAPITAL CITY BANK GROUP INC


2-May-2014

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 28, 2014, Capital City Bank Group, Inc. (the "Company") entered into new annual stock incentive arrangements with each of its named executive officers (the "2014 Plan"). The terms and conditions of the 2014 Plan are materially consistent with the annual stock incentive arrangements that the Company enters into each year with its named executive officers and described in its Annual Report on Form 10-K for the year ended December 31, 2013.

In 2014, the value of any awards paid out under the annual stock incentive arrangements will be paid to the named executive officers 75% in shares of the Company's common stock and 25% in cash. The Company does not "gross up" the award with an additional cash payment to cover the named executive officer's tax liability.

The 2014 Plan is administered under the 2011 Associate Incentive Plan approved by the shareowners.



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

Proxies for the Annual Meeting held on April 29, 2014 were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations. The following summarizes all matters voted on at the Annual Meeting.

1. The following directors were elected for a term to expire at the 2017 annual meeting and until their successors are elected and qualified. Messrs. Barron and Drew and Ms. Knox were incumbent directors. Each nominee was elected by the shareowners. The number of votes cast were as follows:

                        For           Withheld       Broker Non-Votes
Thomas A. Barron     13,387,563         238,215             1,355,047
J. Everitt Drew      13,535,462          90,316             1,355,047
Lina S. Knox         11,957,378       1,668,400             1,355,047

2. Shareowners approved, on a nonbinding advisory basis, executive compensation. The number of votes cast were as follows:

For Against Abstention Broker Non-Votes 12,565,422 1,054,788 5,568 1,355,047

3. Shareowners ratified the action of the Audit Committee in selecting and appointing Ernst & Young, LLP as the Company's independent auditors for the fiscal year ending December 31, 2014. The number of votes cast were as follows:

For Against Abstention 14,909,592 69,612 1,621

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