Current Report Filing (8-k)
10 11월 2022 - 12:14AM
Edgar (US Regulatory)
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0001126961
2022-11-08
2022-11-08
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iso4217:USD
xbrli:shares
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): November
8, 2022
GrandSouth
Bancorporation
(Exact name of
registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation)
000-31937 |
57-1104394 |
(Commission File Number) |
(IRS Employer Identification No.) |
381 Halton Road, Greenville, South Carolina |
29607 |
(Address of principal executive offices) |
(Zip Code) |
(864) 770-1000
(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 (see General Instruction A.2. below):
☐ 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(s) |
|
Name
of each exchange on which registered |
None |
|
None |
|
None |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
GrandSouth Bancorporation (“GrandSouth”)
held a special meeting of its shareholders on Tuesday, November 8, 2022, in Greenville, South Carolina related to GrandSouth’s proposed
merger with First Bancorp. On the record date of September 14, 2022, GrandSouth had 5,222,042 shares of common stock outstanding and 282,828
shares of preferred stock outstanding, each entitled to vote at the special meeting. At the special meeting, holders of GrandSouth common
stock (the “Common Shareholders”) voted on three proposals and holders of GrandSouth Series A preferred stock (the “Preferred
Shareholders”) voted on one proposal, each as described in the proxy statement/prospectus dated September 23, 2022, and cast their
votes as described below:
Proposal 1- Approval of the Merger Agreement
GrandSouth’s shareholders
approved the Agreement and Plan of Merger and Reorganization, dated June 21, 2022, by and between GrandSouth and First Bancorp (the “merger
agreement”), pursuant to which GrandSouth will merge with and into First Bancorp, with First Bancorp continuing as the surviving
entity. The following is a tabulation of the voting results:
Common Stock:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,355,294 |
|
|
1 |
|
|
5,000 |
|
|
0 |
Series A Preferred Stock:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
211,006 |
|
|
713 |
|
|
3,004 |
|
|
0 |
Common Stock and Series A Preferred Stock, voting together as a single
class:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,566,300 |
|
|
714 |
|
|
8,004 |
|
|
0 |
Proposal 2 - Compensation Proposal
GrandSouth’s Common
Shareholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to GrandSouth’s named
executive officers that is based on or otherwise relates to the merger. The following is a tabulation of the voting results:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,170,087 |
|
|
167,304 |
|
|
22,904 |
|
|
0 |
Proposal 3 – Adjournment, Postponement, Continuation Proposal
GrandSouth’s Common Shareholders
approved a proposal to adjourn the GrandSouth special meeting, if necessary or appropriate, to permit further solicitation of proxies
in favor of Proposal 1, the GrandSouth merger proposal. Although Proposal 3 was approved, the adjournment of the special meeting was not
necessary because GrandSouth’s shareholders approved Proposal 1. The following is a tabulation of the voting results:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
4,328,172 |
|
|
2 |
|
|
32,121 |
|
|
0 |
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.
|
|
GRANDSOUTH BANCORPORATION, |
|
|
Registrant |
|
|
|
|
|
Dated: November 9,
2022 |
|
By: |
/s/ John B. Garrett |
|
|
|
|
John B. Garrett |
|
|
|
|
Chief Financial Officer |
|
Grandsouth Bancorporation (QX) (USOTC:GRRB)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Grandsouth Bancorporation (QX) (USOTC:GRRB)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024