CAPITAL CITY BANK GROUP INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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

            Year.

(a) On April 27, 2021, Capital City Bank Group, Inc. (the "Company") held its 2021 Annual Meeting of Shareowners (the "2021 Annual Meeting"). At the Annual Meeting, the Company's shareowners voted to approve the Company's Amended and Restated Articles of Incorporation (the "Amended and Restated Articles"), which primarily declassified the Board of Directors (the "Board") and provided for annual election of all directors beginning with the 2021 Annual Meeting. This description is a summary that is qualified in its entirety by reference to the Amended and Restated Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. During the meeting on April 27, 2021 and immediately following the vote on the Amended and Restated Articles, the Company filed Articles of Restatement with the Secretary of State of the State of Florida to effect the Amended and Restated Articles and provide for annual election of all directors at the 2021 Annual Meeting and thereafter.

(b) In connection with the proposal to adopt the Amended and Restated Articles, the Board had previously contingently adopted Amended and Restated Bylaws (the "Bylaws"), to, among other things, declassify the Board, which became effective upon the filing of the Articles of Restatement to effect the Amended and Restated Articles with the Secretary of State of the State of Florida. Many of the changes in the Bylaws reflect changes in the Florida Business Corporation Act, which was extensively amended effective January 1, 2020. Other changes were designed to simplify the Bylaws and conform the Bylaws to current corporate governance practices.

Changes in specific sections are described in greater detail below.

Section                          Description of Change

1.3 - Place                      Provides that shareowner meetings can be held by
                                 means of remote communication (i.e., virtually),
                                 if so determined by the Board.

1.11 - Voting for Directors      Clarifies that directors are elected by a
                                 majority of the votes cast by shareowners,
                                 except when there are more nominees than the
                                 number of directors to be elected, when
                                 directors are elected by a plurality vote.

1.16 - Shareowner Nominations    Replaces the prior provisions in their entirety
and Proposals; 1.17 - Submission to reflect current practice with respect to
of Questionnaire, Representation advance notice of shareowners nominations and
and Agreement                    other proposals.

1.19 - Organization; 1.20 -      New provisions govern the organization and
Conduct of Meetings              conduct of shareowner meetings, including who
                                 presides at meetings and his/her authority with
                                 respect to meetings.

2.3 - Selection and Term; 2.7 - Reflects that all directors are elected annually Vacancies

                        instead of staggered three-year terms.

2.13 - Action Without a Meeting Specifies that the Board or a committee may act

                                 by unanimous consent in writing or by electronic
                                 communications.

7.6 - Advance Reimbursement      Provides that advance reimbursement for legal
                                 and other fees will be terminated in the event
                                 that an indemnified person pleads guilty or nolo
                                 contendere (no contest) to a felony charge
                                 arising out of misconduct committed by such
                                 person in his or her capacity as a director,
                                 officer, employee, or agent of the Company or in
                                 certain other capacities.

Article VIII - Amendments        Revisions made to Bylaw amendment provisions.

This description is a summary that is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its Annual Meeting on April 27, 2021. Proxies for the Annual Meeting 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. Shareowners approved the Amended and Restated Articles, which declassified the

    Board, effective at the 2021 Annual Meeting. The number of votes cast were as
    follows:




   For     Against Abstain Broker Non-Votes

12,706,907   861     871      1,369,249

2. The following directors were elected for a term to expire at the 2022 annual

    meeting and until their successors are elected and qualified. Each nominee was
    an incumbent director, no other person was nominated, and each nominee was
    elected. The number of votes cast were as follows:


                            For     Withheld  Broker Non-Votes
Robert Antoine           12,466,754   241,885        1,369,249
Thomas A. Barron         12,670,189    38,450        1,369,249
Allan G. Bense           12,649,022    59,617        1,369,249
Stanley W. Connally, Jr. 10,966,897 1,741,742        1,369,249
Cader B. Cox, III        12,232,579   476,060        1,369,249
Marshall M. Criser III   12,488,525   220,114        1,369,249
J. Everitt Drew          12,407,567   301,072        1,369,249
Eric Grant               12,648,998    59,641        1,369,249
Laura L. Johnson         12,651,810    56,829        1,369,249
John G. Sample, Jr.      12,679,654    28,985        1,369,249
Willian G. Smith, Jr.    12,666,157    42,482        1,369,249

3. Shareowners approved the adoption of the 2021 Director Stock Purchase Plan.

    The number of votes cast were as follows:




   For     Against Abstain Broker Non-Votes
12,665,543 30,941  12,155     1,369,249

4. Shareowners approved the adoption of the 2021 Associate Stock Purchase Plan.

    The number of votes cast were as follows:




   For     Against Abstain Broker Non-Votes
12,676,079 23,025   9,525     1,369,249

5. Shareowners approved the adoption of the 2021 Associate Incentive Plan. The

    number of votes cast were as follows:




   For     Against Abstain Broker Non-Votes
12,270,591 411,378 26,670     1,369,249

6. Shareowners ratified the expected appointment of Ernst & Young as the

    Company's independent auditors for the 2021 fiscal year. The number of votes
    cast were as follows:




   For     Against Abstain
14,070,796  6,564    528

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number    Description

3.1         Amended and Restated Articles of Incorporation of the Company (April
          27, 2021).
3.2         Amended and Restated Bylaws of the Company (April 27, 2021).

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