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): March 27, 2020

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Georgia   001-12053   58-1392259
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

201 First Street, S.E.

Moultrie, Georgia 31768

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (229) 985-1120

 

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:

 

¨ 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   Name of each exchange on which registered
Common Stock, $1.00 par value per share   SGB   NYSE American

 

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.

 

On March 27, 2020, Southwest Georgia Financial Corporation (“SGB”) held a Special Meeting of Shareholders (the “Special Meeting”) for purposes of: (i) approval of the Agreement and Plan of Merger, dated December 18, 2019, by and between Southwest Georgia Financial Corporation and The First Bancshares, Inc. (the “Agreement and Plan of Merger”) and the transactions contemplated thereby (“Merger Proposal”); (ii) approval, on an advisory (non-binding) basis, the compensation that SGB’s named executive officers may receive in connection with the merger from SGB (“Compensation Proposal”); and (iii) approval of a proposal to authorize management, if necessary, to adjourn 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 February 12, 2020, the record date for the Special Meeting, 2,548,510 shares of common stock, par value, $1.00 per share, of SGB (the “Common Stock”) were outstanding and entitled to vote. At the Special Meeting, 2,216,672, or approximately 87.0%, 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 results of the voting at the Special Meeting are as follows:

 

Proposal 1 – Merger Proposal

 

By the following vote, the shareholders did approve the Agreement and Plan of Merger and the transactions contemplated thereby:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
1,872,169   327,087   17,416   N/A

 

Proposal 2 – Compensation Proposal

 

By the following vote, the shareholders did approve, on an advisory (non-binding) basis, the compensation that that SGB’s named executive officers may receive in connection with the merger from SGB:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
1,729,628   449,172   37,872   N/A

 

Proposal 3 – Adjournment Proposal

 

By the following vote, the shareholders did approve 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   Broker Non-Votes
1,920,409   289,083   7,180   N/A

 

Item 8.01 Other Events.

 

On March 27, 2020, SGB issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) EXHIBITS

 

Exhibit
Number 		  Description
99.1   Press Release dated March 27, 2020.

 

 

 

 

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.

 

  SOUTHWEST GEORGIA FINANCIAL CORPORATION
   
Dated: March 27, 2020 By: /s/ T. Garrett Westbrook
  Name:  T. Garrett Westbrook
  Title:  VICE PRESIDENT AND CONTROLLER  

 

 

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