Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. As previously reported in the Current Report on Form 8-K filedMarch 28, 2022 , onMarch 24, 2022 ,Cynthia A. Hartley , a member of theSouthState Corporation ("SouthState" or the "Company") andSouthState Bank, N.A. Boards of Directors (the "Board") and of the Board Compensation, Governance and Nominating, and Culture Committees, notifiedSouthState that she intended to retire from theBoard for family health reasons. The effective date and time ofMs. Hartley's retirement is the close of business onApril 27, 2022 . OnApril 27, 2022 , at a meeting of the Board following the annual shareholder meeting discussed in Item 5.07 below, the Board appointedJames W. Roquemore , age 67, to fill the vacancy created byMs. Hartley's retirement.Mr. Roquemore is the retired Chief Executive Officer and Chairman of the Board of Directors ofPatten Seed Company , Super Sod, where he served as Chief Executive Officer from 1995 until his retirement inSeptember 2020 . Currently,Mr. Roquemore serves as the President and Chairman of the Board ofYC Holdings, Inc. , a land holding and investment company that leases approximately 14,000 acres to Super Sod to produce turf grass and holds approximately 1,000 acres in developmental real estate. Active in his community,Mr. Roquemore currently serves as the Chairman of the Board of Directors of Orbis Health Solutions, a company dedicated to developing immunotherapy medicines to combat disease, and as a trustee ofCoker College .Mr. Roquemore brings to the SouthState Board over 40 years of management, marketing, human resources, operations and customer service experience. His business and personal experience in the communities in whichSouthState is located provide him with an appreciation of markets thatSouthState serves, and the relationships he has developed within those communities and as a result of serving on the Board ofSouth State Bank from 1994 to 2000 enhance his leadership and consensus-building ability.Mr. Roquemore's board term commences upon the effectiveness ofMs. Hartley's retirement. 7
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of the Company was held onApril 27, 2022 . Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management's solicitations. A total of 68,730,651 shares of the Company's common stock were entitled to vote as ofFebruary 28, 2022 , the record date for the Annual Meeting. There were 61,340,636 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal. Proposal No. 1:Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2023 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
Nominees for Director Votes For Votes Withheld/Abstained Broker Non-Votes
6,954,698 Shantella E. Cooper 54,060,766 325,172 6,954,698 John C. Corbett 53,803,702 582,236 6,954,698 Jean E. Davis 52,795,095 1,590,843 6,954,698 Martin B. Davis 53,936,690 449,248 6,954,698 Robert H. Demere, Jr. 53,972,681 413,257 6,954,698 Cynthia A. Hartley 52,656,419 1,729,519 6,954,698 Douglas J. Hertz 54,079,169 306,769 6,954,698 Robert R. Hill, Jr. 53,622,251 763,687 6,954,698 John H. Holcomb III 53,765,242 620,696 6,954,698 Robert R. Horger 53,684,065 701,873 6,954,698 2
Nominees for Director Votes For Votes Withheld/Abstained Broker Non-Votes
6,954,698 G. Ruffner Page, Jr. 53,966,827 419,111 6,954,698 Ernest S. Pinner 53,798,091 587,847 6,954,698 John C. Pollok 53,698,959 686,979 6,954,698 William Knox Pou, Jr. 51,134,433 3,251,505 6,954,698 David G. Salyers 53,900,406 485,532 6,954,698 Joshua A. Snively 53,881,525 504,413 6,954,698 Kevin P. Walker 53,548,562 837,376 6,954,698 Proposal 2: Compensation of Named Executive Officers. The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company's Named Executive Officers, as disclosed in the proxy statement. The results of the vote were as follows: Voting For 48,887,583 Voting Against 5,191,416 Abstain from Voting 306,939 Non-Votes 6,954,698 61,340,636 Proposal 3: Appointment of Independent Registered Public Accounting Firm. The shareholders voted to ratify, as an advisory, non-binding vote, the appointment ofDixon Hughes Goodman LLP , Certified Public Accountants, as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . The results of the vote were as follows: Voting For 60,650,535 Voting Against 593,577 Abstain from Voting 96,524 Non-Votes - 61,340,636 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from theSEC's web site at www.sec.gov. You may also read and copy any such document at theSEC's public reference room located at100 F Street, N.E. ,Room 1580 ,Washington, D.C. 20549 under ourSEC file number
(001-12669). Incorporated by Reference Exhibit Commission Filed
No. Description of Exhibit Form File No. Exhibit Filing Date Herewith 104 Cover Page Interactive Data File X (embedded within the Inline XBRL document) 3
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