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Atlantic Capital Bancshares, Inc. – ‘8-K’ for 5/21/20

On:  Wednesday, 5/27/20, at 2:10pm ET   ·   For:  5/21/20   ·   Accession #:  1558370-20-7006   ·   File #:  1-37615

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/27/20  Atlantic Capital Bancshares, Inc. 8-K:5       5/21/20    1:75K                                    Toppan Merrill Bridge/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
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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

May 21, 2020

(Date of earliest event reported)

acbform8k_imagea05.jpg

Atlantic Capital Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Georgia

001-37615

20-5728270

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(I.R.S. Employer
Identification No.)

 

945 East Paces Ferry Rd. NE, Suite 1600

Atlanta, Georgia 30326

(Address of principal executive offices)

(Zip Code)

(404) 995-6050

(Registrant’s telephone number, including area code)

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(s)

   

Name of each exchange on which registered

Common Stock, no par value

 

ACBI

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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  [X]

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.

 

On May 21, 2020, Atlantic Capital Bancshares, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2020 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders are set forth below.

 

 

Proposal No. 1: Election of Directors

 

At the Annual Meeting, the Company’s shareholders elected the nine persons listed below as directors for a one-year term expiring at the 2021 annual meeting of shareholders or until his or her earlier resignation or retirement or until a successor is elected and qualified.

 

 

 

 

 

 

 

 

 

Director

Votes Cast For

Votes Withheld

Broker Non-Votes

Walter M. Deriso, Jr.

8,446,107

9,051,990

1,858,211

Shantella E. Cooper

17,430,071

68,026

1,858,211

Henchy R. Enden

17,465,196

32,901

1,858,211

James H. Graves

16,454,798

1,043,299

1,858,211

Douglas J. Hertz

17,429,015

69,082

1,858,211

Thomas M. Holder

17,467,040

31,057

1,858,211

Lizanne Thomas

17,428,242

69,855

1,858,211

Douglas L. Williams

17,467,040

31,057

1,858,211

Marietta Edmunds Zakas

17,467,040

31,057

1,858,211

 

In accordance with the Company’s Corporate Governance Guidelines, the Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) considered whether to recommend that the Board accept or reject Mr. Deriso’s tendered resignation for his failure to receive a greater number of votes “for” than “withheld” for his re-election. The Committee recommended that the Board reject Mr. Deriso’s tendered resignation. The Board subsequently considered Mr. Deriso’s tendered resignation and the underlying reasons for Mr. Deriso not receiving a greater number of votes “for” than “withheld” for his re-election, and the Board agreed with the Committee’s recommendation that Mr. Deriso’s contributions to the Company, strong leadership and deep institutional knowledge and perspective regarding the Company’s strengths, weaknesses, and opportunities are valuable to the Board and the Company. As a result, Mr. Deriso’s tendered resignation was rejected by the Board. Accordingly, Mr. Deriso will continue to serve until the 2021 annual meeting of shareholders or until his earlier resignation or retirement or until a successor is elected and qualified.

 

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020

 

At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

 

 

 

 

 

 

 

 

For

Against

Abstentions

Broker Non-Votes

19,042,628

313,418

262

0

 

 

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.

 

ATLANTIC CAPITAL BANCSHARES, INC.

 

Dated:  May 27, 2020

 

By: /s/ Patrick T. Oakes                       

Name: Patrick T. Oakes

Title:   Executive Vice President and
Chief Financial Officer

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/20
Filed on:5/27/20
For Period end:5/21/20DEF 14A
4/9/20DEF 14A
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/30/20  Atlantic Capital Bancshares, Inc. 424B3                  1:359K                                   Toppan Merrill Bridge/FA
10/28/20  Atlantic Capital Bancshares, Inc. S-4/A                  2:588K                                   Toppan Merrill Bridge/FA
10/16/20  Atlantic Capital Bancshares, Inc. S-4                    5:737K                                   Toppan Merrill Bridge/FA
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Filing Submission 0001558370-20-007006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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