SOUTHSTATE CORPORATION
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
As previously reported in the Current Report on Form 8-K filed March 28, 2022 ,
on March 24, 2022 , Cynthia A. Hartley , a member of the SouthState Corporation
("SouthState" or the "Company") and SouthState Bank, N.A. Boards of Directors
(the "Board") and of the Board Compensation, Governance and Nominating, and
Culture Committees, notified SouthState that she intended to retire from the
Board for family health reasons. The effective date and time of Ms. Hartley's
retirement is the close of business on April 27, 2022 .
On April 27, 2022 , at a meeting of the Board following the annual shareholder
meeting discussed in Item 5.07 below, the Board appointed James W. Roquemore ,
age 67, to fill the vacancy created by Ms. Hartley's retirement. Mr. Roquemore
is the retired Chief Executive Officer and Chairman of the Board of Directors of
Patten Seed Company , Super Sod, where he served as Chief Executive Officer from
1995 until his retirement in September 2020 . Currently, Mr. Roquemore serves as
the President and Chairman of the Board of YC Holdings, Inc. , a land holding and
investment company that leases approximately 14,000 acres to Super Sod to
produce turf grass and holds approximately 1,000 acres in developmental real
estate. Active in his community, Mr. Roquemore currently serves as the Chairman
of the Board of Directors of Orbis Health Solutions, a company dedicated to
developing immunotherapy medicines to combat disease, and as a trustee of Coker
College . Mr. Roquemore brings to the SouthState Board over 40 years of
management, marketing, human resources, operations and customer service
experience. His business and personal experience in the communities in which
SouthState is located provide him with an appreciation of markets that
SouthState serves, and the relationships he has developed within those
communities and as a result of serving on the Board of South State Bank from
1994 to 2000 enhance his leadership and consensus-building ability. Mr.
Roquemore's board term commences upon the effectiveness of Ms. Hartley's
retirement.
7
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held onApril 27, 2022 . Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations. A total of 68,730,651 shares of the Company's common stock were entitled to vote as ofFebruary 28, 2022 , the record date for the Annual Meeting. There were 61,340,636 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal. Proposal No. 1:Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2023 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
Nominees for Director Votes For Votes Withheld/Abstained Broker Non-Votes
6,954,698
Shantella E. Cooper 54,060,766 325,172 6,954,698
John C. Corbett 53,803,702 582,236 6,954,698
Jean E. Davis 52,795,095 1,590,843 6,954,698
Martin B. Davis 53,936,690 449,248 6,954,698
Robert H. Demere, Jr. 53,972,681 413,257 6,954,698
Cynthia A. Hartley 52,656,419 1,729,519 6,954,698
Douglas J. Hertz 54,079,169 306,769 6,954,698
Robert R. Hill, Jr. 53,622,251 763,687 6,954,698
John H. Holcomb III 53,765,242 620,696 6,954,698
Robert R. Horger 53,684,065 701,873 6,954,698
2
Nominees for Director Votes For Votes Withheld/Abstained Broker Non-Votes
6,954,698
G. Ruffner Page, Jr. 53,966,827 419,111 6,954,698
Ernest S. Pinner 53,798,091 587,847 6,954,698
John C. Pollok 53,698,959 686,979 6,954,698
William Knox Pou, Jr. 51,134,433 3,251,505 6,954,698
David G. Salyers 53,900,406 485,532 6,954,698
Joshua A. Snively 53,881,525 504,413 6,954,698
Kevin P. Walker 53,548,562 837,376 6,954,698
Proposal 2: Compensation of Named Executive Officers. The shareholders voted
to approve the non-binding advisory proposal on the compensation of the
Company's Named Executive Officers, as disclosed in the proxy statement. The
results of the vote were as follows:
Voting For 48,887,583
Voting Against 5,191,416
Abstain from Voting 306,939
Non-Votes 6,954,698
61,340,636
Proposal 3: Appointment of Independent Registered Public Accounting Firm. The
shareholders voted to ratify, as an advisory, non-binding vote, the appointment
of Dixon Hughes Goodman LLP , Certified Public Accountants, as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022 . The results of the vote were as follows:
Voting For 60,650,535
Voting Against 593,577
Abstain from Voting 96,524
Non-Votes -
61,340,636
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. In most cases, documents incorporated by reference to exhibits that have
been filed with our reports or proxy statements under the Securities Exchange Act of 1934
are available to the public over the Internet from the SEC's web site at www.sec.gov. You
may also read and copy any such document at the SEC's public reference room located at 100
F Street, N.E. , Room 1580 , Washington, D.C. 20549 under our SEC file number
(001-12669).
Incorporated by Reference
Exhibit Commission Filed
No. Description of Exhibit Form File No. Exhibit Filing Date Herewith
104 Cover Page Interactive Data File X
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