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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)     May 19, 2026           

 

 

             Southern First Bancshares, Inc.              

(Exact name of registrant as specified in its charter)

 

                 South Carolina                 

(State or other jurisdiction of incorporation)

 

               000-27719                              58-2459561              
(Commission File Number) (IRS Employer Identification No.)
 
6 Verdae Boulevard, Greenville, SC                        29607                       
(Address of principal executive offices) (Zip Code)
 

                   (864) 679-9000                   

(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 (17CFR 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 SFST The Nasdaq Global Market

 

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 2026 annual meeting of shareholders of Southern First Bancshares, Inc. (the “Company”), was held on May 19, 2026 (the “Annual Meeting”). As of March 20, 2026, the record date of the Annual Meeting, 8,247,710 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 7,510,163 shares (91.05%) of Southern First’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

 

The Company’s shareholders voted on three proposals at the Annual Meeting:

 

1.the election of 16 members to our board of directors to serve a one-year term;
2.the non-binding resolution on our executive compensation policies and procedures; and
3.the ratification of the appointment of Elliott Davis, LLC as our independent public accountant for the year ending December 31, 2026.

 

The following is a summary of the voting results for each matter presented to the shareholders:

 

1. Election of Directors

 

Director’s Name  

Votes
For

  Votes
Withheld
  Broker Non-
Votes
Andrew B. Cajka   6,525,002   101,372   883,789
Jennifer S. Cluverius   6,612,256   14,118   883,789
Mark A. Cothran   6,601,342   25,032   883,789
Leighton M. Cubbage   6,538,966   87,408   883,789
Anne S. Ellefson   6,533,250   93,124   883,789
David G. Ellison   6,601,342   25,032   883,789
Darrin Goss, Sr.   6,612,228   14,146   883,789
Terry Grayson-Caprio   6,466,009   160,365   883,789
Tecumseh Hooper, Jr.   6,526,317   100,057   883,789
Rudolph G. Johnstone, III, M.D.   6,537,101   89,273   883,789
Ray A. Lattimore   5,771,553   854,821   883,789
Anna T. Locke   6,617,146   9,228   883,789
William A. Maner, IV   6,612,206   14,168   883,789
Billy McClatchey   6,612,667   13,707   883,789
James B. Orders, III   6,495,875   130,499   883,789
R. Arthur Seaver, Jr.   6,602,023   24,351   883,789

 

2. Approval of Compensation of Named Executive Officers

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
6,504,371   115,546   6,457   883,789

 

3. Ratification of the Appointment of Elliott Davis, LLC

 

Votes For   Votes Against   Votes Abstained
7,438,028   72,135   -

 

 

 

 

ITEM 7.01. Regulation FD Disclosure.

 

On May 19, 2026, the Company made available the presentation (“Presentation”) prepared for the Company’s Annual Shareholders’ meeting. Attached hereto and incorporated herein as Exhibit 99.1 is the text of that Presentation.

 

The information contained in this Item 7.01 of this Current Report, including the information set forth in the Presentation filed as Exhibit 99.1 to, and incorporated in, this Current Report, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 Presentation for Southern First Bancshares, Inc. Annual Shareholders’ Meeting
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  SOUTHERN FIRST BANCSHARES, INC.
     
  By: /s/ Christian J. Zych
  Name:   Christian J. Zych
  Title: Chief Financial Officer

 

May 20, 2026