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): April 25, 2013
FIDELITY SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
Georgia | No. 001-34981 | No. 58-1416811 | ||
(State or other jurisdiction of incorporation | (Commission File Number) | (IRS Employer Identification No.) | ||
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(404) 639-6500
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)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
There were four matters submitted to a vote of security holders at Fidelity’s annual meeting of shareholders held on April 25, 2013.
There were 14,845,688 shares of Common Stock of Fidelity eligible to be voted at the Annual Meeting and 12,382,242 shares were represented at the meeting by the holders thereof, which constituted a quorum. The first proposal was the election of nine directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified. The shareholders approved each of the nine nominees. The number of votes for the election of the directors was as follows:
Director | Votes Cast For | Votes Cast Against | Abstentions | Broker Non Votes | ||||||||
David R. Bockel | 10,379,473 | 649,038 | 2,306 | 1,351,425 | ||||||||
W. Millard Choate | 9,930,163 | 1,098,348 | 2,306 | 1,351,425 | ||||||||
Donald A. Harp, Jr. | 10,381,364 | 643,086 | 6,367 | 1,351,425 | ||||||||
Kevin S. King | 10,364,661 | 653,039 | 13,117 | 1,351,425 | ||||||||
William C. Lankford, Jr. | 10,378,963 | 638,057 | 13,797 | 1,351,425 | ||||||||
James B. Miller, Jr. | 10,379,966 | 648,886 | 1,965 | 1,351,425 | ||||||||
H. Palmer Proctor, Jr. | 10,402,072 | 626,556 | 2,189 | 1,351,425 | ||||||||
W. Clyde Shepherd, III | 10,408,129 | 620,096 | 2,592 | 1,351,425 | ||||||||
Rankin M. Smith, Jr. | 10,362,365 | 661,734 | 6,718 | 1,351,425 | ||||||||
The second proposal was for the ratification of appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The shareholders ratified the appointment of Ernst & Young. The number of votes for the ratification of Ernst and Young was as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non Votes | |||
12,321,546 | 49,143 | 11,553 | — | |||
The third proposal was a non-binding advisory vote on the compensation of its “Named Executive Officers” as described in the proxy statement. This proposal gave Fidelity’s shareholders the opportunity to endorse or not endorse executive compensation and policies. The shareholders approved this proposal. The number of votes for the proposal endorsing the compensation was as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non Votes | |||
10,827,344 | 83,104 | 120,369 | 1,351,425 | |||
The fourth proposal was a non-binding advisory vote on the frequency of future advisory votes on executive compensation. The number of votes for the frequency of future advisory votes on executive compensation was as follows:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non Votes | ||||
10,157,071 | 58,972 | 678,463 | 136,311 | 1,351,425 | ||||
Based on the Board of Directors' recommendation in the Proxy Statement and the voting results in the fourth proposal, the Company has adopted a policy to hold the advisory vote on compensation paid to our named executive officers each year.
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.
/s/ Stephen H. Brolly |
Stephen H. Brolly |
Chief Financial Officer |
May 1, 2013