UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, of the 8,168,955 shares of common stock outstanding and entitled to vote at the 2025 Annual Shareholders’ Meeting, 7,383,469 shares (90.38%) were present in person or by proxy, and the following matters were voted upon and approved by our shareholders at the 2025 Annual Shareholders’ Meeting:
| 1. | the election of eight members to our board of directors to serve a one-year term; |
| 2. | the non-binding resolution on our executive compensation policies and procedures; |
| 3. | the non-binding vote on the frequency of future advisory votes on our executive compensation; and |
| 4. | the ratification of the appointment of Elliott Davis, LLC as our independent public accountant. |
The following is a summary of the voting results for each matter presented to the shareholders:
| 1. | Election of Directors |
| Director’s Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Mark A. Cothran | 6,305,611 | 331,678 | 746,180 | |||
| Rudolph G. Johnstone, III, M.D. | 6,248,259 | 389,030 | 746,180 | |||
| Anna T. Locke | 5,815,886 | 821,403 | 746,180 | |||
| R. Arthur Seaver, Jr. | 6,597,977 | 39,312 | 746,180 | |||
| Leighton M. Cubbage | 6,529,277 | 108,012 | 746,180 | |||
| David G. Ellison | 6,574,544 | 62,745 | 746,180 | |||
| Terry Grayson-Caprio | 5,289,181 | 1,348,108 | 746,180 | |||
| James B. Orders, III | 6,470,595 | 166,694 | 746,180 |
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
Directors Whose Terms Will Expire in 2026
Mark A. Cothran
Leighton M. Cubbage
David G. Ellison
Terry Grayson-Caprio
Rudolph G. Johnstone, III, M.D.
Anna T. Locke
James B. Orders, III
R. Arthur Seaver, Jr.
Andrew B. Cajka
Anne S. Ellefson
Tecumseh Hooper, Jr.
Ray A. Lattimore
William A. Maner, IV
2. Approval of Compensation of Named Executive Officers
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 5,540,020 | 1,069,591 | 27,678 | 746,180 |
3. Frequency of Vote on Executive Compensation
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes | ||||
| 6,262,557 | 405 | 364,168 | 10,159 | 746,180 |
| 4. | Ratification of the Appointment of Elliott Davis, LLC |
| Votes For | Votes Against | Votes Abstained | ||
| 7,267,562 | 113,289 | 2,618 |
ITEM 7.01. Regulation FD Disclosure.
On May 20, 2025, the Company made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.
The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Presentation for Southern First Bancshares, Inc. Annual Shareholders’ Meeting |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHERN FIRST BANCSHARES, INC. | |||
| By: | /s/ Christian J. Zych | ||
| Name: | Christian J. Zych | ||
| Title: | Chief Financial Officer | ||
May 21, 2025