Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 16, 2021, Atlantic Capital Bancshares, Inc. (the "Company") held a
Special Meeting of Shareholders (the "Special Meeting") for purposes of: (i)
approval of the Agreement and Plan of Merger, dated July 22, 2021, by and
between the Company and SouthState Corporation. (the "Agreement and Plan of
Merger") and the transactions contemplated thereby ("Merger Proposal"); (ii)
approval, on an advisory (non-binding) basis, of the merger-related compensation
that the Company's named executive officers may receive in connection with the
merger from the Company ("Compensation Proposal"); and (iii) approval of a
proposal to authorize management, if necessary, to adjourn or postpone the
Special Meeting to a later date to allow additional time to solicit votes needed
to approve the Agreement and Plan of Merger ("Adjournment Proposal"). As of the
close of business on October 15, 2021, the record date for the Special Meeting,
20,304,958 shares of common stock, no par value, of the Company (the "Common
Stock") were outstanding and entitled to vote. At the Special Meeting,
15,092,432, or approximately 74.33%, of the outstanding Common Stock entitled to
vote were represented in person or by proxy. This constituted a quorum for all
matters to be presented at the Special Meeting.
The final voting results for the matters submitted to a vote of shareholders at
the Special Meeting are set forth below:
Proposal 1 - Merger Proposal
At the Special Meeting, the Company's shareholders approved the Agreement and
Plan of Merger and the transactions contemplated thereby. The final voting
results were as follows:
Votes For Votes Against Abstentions
15,067,998 5,838 18,596
Proposal 2 - Compensation Proposal
At the Special Meeting, the Company's shareholders did not approve, on an
advisory (non-binding) basis, the merger-related compensation that the Company's
named executive officers may receive in connection with the merger. The final
voting results were as follows:
Votes For Votes Against Abstentions
5,697,194 8,399,671 995,567
Proposal 3 - Adjournment Proposal
At the Special Meeting, the Company's shareholders approved the proposal to
adjourn the Special Meeting, if necessary or appropriate, to permit further
solicitation of proxies in favor of the Merger Proposal:
Votes For Votes Against Abstentions
11,348,440 3,009,866 734,126
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