UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 2024
ServisFirst Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36452 | | 26-0734029 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 2500 Woodcrest Place, Homewood, Alabama | | 35209 |
| (Address of principal executive offices) | | (Zip Code) |
(205) 949-0302
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered |
| Common | SFBS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security Holders.
| (a) | | On May 20, 2024, ServisFirst Bancshares, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, shareholders were asked to vote on (1) the election of seven directors; (2) an advisory vote on the compensation of the Company’s named executive officers; and (3) the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. As of the record date of the Annual Meeting, 54,507,778 shares of common stock were issued and outstanding, with 47,647,399 shares of common stock present in person or represented by proxies at the Annual Meeting. |
At the Annual Meeting, all seven directors were elected, and the Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers and approved the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| (b) | | The final results of the voting for the election of seven directors are set forth below: |
| Nominee | For | Withhold | Broker non-votes |
| Thomas A. Broughton III | 38,355,141 | 522,958 | 8,769,300 |
| J. Richard Cashio | 37,430,634 | 1,447,465 | 8,769,300 |
| James J. Filler | 38,279,152 | 598,947 | 8,769,300 |
| Betsy Bugg Holloway | 38,322,706 | 555,392 | 8,769,300 |
| Christopher J. Mettler | 38,275,412 | 602,687 | 8,769,300 |
| Hatton C.V. Smith | 38,248,035 | 630,064 | 8,769,300 |
| Irma L. Tuder | 38,304,646 | 573,452 | 8,769,300 |
The final results for the advisory vote on the compensation of the Company’s named executive officers is set forth below:
| For | Against | Abstain | Broker non-votes |
| | | | |
| 37,833,312 | 974,360 | 70,425 | 8,769,300 |
The final results for the advisory vote on the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 is set forth below:
| For | Against | Abstain | Broker non-votes |
| | | | |
| 47,491,722 | 96,666 | 59,010 | - |
SIGNATURE
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.
| | | SERVISFIRST BANCSHARES, INC. |
| | | |
| | | |
| | | /s/ Thomas A. Broughton, III |
| Dated: May 22, 2024 | | By: Thomas A. Broughton III |
| | | Chairman, President and Chief Executive Officer |
