UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2023
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(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (256 ) 241-1092
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbols(s) | Name of exchange on which registered | ||||||
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:
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.
The Annual Meeting ("Annual Meeting") of Southern States Bancshares, Inc. (the "Company") was held on May 17, 2023. At the close of business on March 15, 2023, the record date for the Annual Meeting, the Company had 8,747,763 shares of common stock outstanding and entitled to vote. Of that number, 6,739,465 shares were represented in person or by proxy at the Annual Meeting. The Company's shareholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.
Proposal 1: Election of Directors.
The shareholders of the Company elected the individuals listed below to serve as directors of the Company until the Company's 2024 annual meeting of shareholders by the votes set forth in the table below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Lewis C. Beavers | 5,338,582 | 181,593 | 1,219,290 | ||||||||
| Mark A. Chambers | 5,492,716 | 27,459 | 1,219,290 | ||||||||
| Daniel A. Cummings | 5,501,355 | 18,820 | 1,219,290 | ||||||||
| Alfred J. Hayes, Jr. | 5,337,884 | 182,291 | 1,219,290 | ||||||||
| Jonathan W. Hinton | 5,518,341 | 1,834 | 1,219,290 | ||||||||
| Brent David Hitson | 5,310,214 | 209,961 | 1,219,290 | ||||||||
| Brian Stacy Holmes | 5,501,475 | 18,700 | 1,219,290 | ||||||||
| Christine Hunsaker | 5,520,043 | 132 | 1,219,290 | ||||||||
| Cynthia S. McCarty | 5,520,043 | 132 | 1,219,290 | ||||||||
| Jay Florey Pumroy | 5,501,475 | 18,700 | 1,219,290 | ||||||||
| J. Henry Smith, IV | 4,931,995 | 588,180 | 1,219,290 | ||||||||
| Henry A. Turner | 5,347,136 | 173,039 | 1,219,290 | ||||||||
Proposal 2: Ratification of External Auditor.
The shareholders of the Company ratified the appointment of Mauldin & Jenkins, LLC as the Company's independent registered public accounting firm for the year ending December 31, 2023, by the votes set forth in the table below:
| Votes For | Votes Against | Abstentions | ||||||
| 6,738,463 | — | 1,002 | ||||||
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.
Dated: May 22, 2023 | SOUTHERN STATES BANCSHARES, INC. | |||||||
| By: | /s/ Lynn Joyce | |||||||
| Name: | Lynn Joyce | |||||||
| Title: | Senior Executive Vice President and Chief Financial Officer | |||||||