SouthState Corp Files 8-K: Officer Compensation & Director Changes

Ticker: SSB · Form: 8-K · Filed: May 20, 2024 · CIK: 764038

Southstate Corp 8-K Filing Summary
FieldDetail
CompanySouthstate Corp (SSB)
Form Type8-K
Filed DateMay 20, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$2.50, $0.01, $60,915,000, $186,000,000, $12,800,000
Sentimentneutral

Sentiment: neutral

Topics: officer-compensation, director-changes, material-definitive-agreement

Related Tickers: SSB

TL;DR

SouthState Corp 8-K: Executive pay changes and board shuffling. Keep an eye on strategy.

AI Summary

SouthState Corporation announced on May 17, 2024, the entry into a material definitive agreement related to compensatory arrangements for certain officers. The filing also disclosed the departure of directors or certain officers, the election of new directors, and the appointment of certain officers. Additionally, it included a Regulation FD disclosure and financial statements with exhibits.

Why It Matters

This 8-K filing signals potential shifts in executive compensation and board composition, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in executive compensation and board composition can indicate internal shifts that may affect future performance or strategy.

Key Players & Entities

  • SouthState Corporation (company) — Registrant
  • May 17, 2024 (date) — Earliest event reported
  • May 20, 2024 (date) — Date of report

FAQ

What specific compensatory arrangements were entered into for certain officers?

The filing indicates the entry into a material definitive agreement concerning compensatory arrangements for certain officers, but the specific details of these arrangements are not provided in the summary information.

Who are the directors or officers that have departed from SouthState Corp?

The filing states the departure of directors or certain officers, but does not name the individuals involved in the provided summary.

Were there any new directors elected or officers appointed?

Yes, the filing mentions the election of directors and the appointment of certain officers as part of the reported events.

What is the significance of the Regulation FD Disclosure mentioned?

A Regulation FD Disclosure is typically made to ensure that material non-public information is disseminated to the public in a fair and non-discriminatory manner.

What types of financial statements and exhibits are included with this filing?

The filing indicates that financial statements and exhibits are included, but the specific content of these documents is not detailed in the summary.

Filing Stats: 4,583 words · 18 min read · ~15 pages · Grade level 18.6 · Accepted 2024-05-20 07:03:48

Key Financial Figures

  • $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex
  • $0.01 — , each share of common stock, par value $0.01 per share, of IBTX (the "IBTX Common St
  • $60,915,000 — ther provides that a termination fee of $60,915,000 will be payable by IBTX to SouthState o
  • $186,000,000 — X to SouthState or a termination fee of $186,000,000 will be payable by SouthState to IBTX,
  • $12,800,000 — claims, a cash payment in the amount of $12,800,000, representing his contractual entitleme
  • $5,000,000 — of claims, a cash transaction bonus of $5,000,000, which will be paid to him by no later

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement . Merger Agreement On May 17, 2024, SouthState Corporation, a South Carolina corporation ("SouthState"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Independent Bank Group, Inc., a Texas corporation ("IBTX"). The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, SouthState will acquire IBTX in an all-stock transaction by means of a merger of IBTX with and into SouthState (the "Merger") with SouthState surviving the Merger. Immediately following the Merger, IBTX's wholly owned banking subsidiary, Independent Bank (d/b/a Independent Financial), will merge with and into SouthState's wholly owned banking subsidiary, SouthState Bank, National Association (the "Bank Merger"), with SouthState Bank, National Association surviving the Bank Merger and continuing as the surviving bank. The Merger Agreement was approved by the board of directors of each of SouthState and IBTX by the unanimous vote of the directors present at the applicable meeting. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of IBTX (the "IBTX Common Stock"), other than certain shares held by IBTX or SouthState, will be converted into the right to receive 0.60 shares (the "Exchange Ratio") of common stock, par value $2.50 per share, of SouthState (the "SouthState Common Stock"). Holders of IBTX Common Stock will receive cash in lieu of fractional shares. At the effective time of the Merger, each outstanding restricted stock award with respect to shares of IBTX Common Stock will vest and be converted into the right to receive a number of shares of SouthState Common Stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of IBTX Common Stock subject to such award multi

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Transition Agreement Concurrently with the execution and delivery of the Merger Agreement, SouthState entered into a transition agreement with Mr. David Brooks setting forth the terms of his service as a member of the board of directors of SouthState for a period from the effective time of the Merger until the date of SouthState's annual meeting of shareholders expected to be held in April 2027 (subject to his election to the board of directors at each of the preceding annual meetings following the effective time of the Merger). At the effective time of the Merger, Mr. Brooks will also receive, subject to his execution and non-revocation of a release of claims, a cash payment in the amount of $12,800,000, representing his contractual entitlement to certain cash payments under his existing change in control severance agreement with IBTX. In addition, in recognition of Mr. Brooks' contributions to IBTX in connection with the Merger, he will receive, subject to his execution and non-revocation of a release of claims, a cash transaction bonus of $5,000,000, which will be paid to him by no later than December 31, 2024 (and will be subject to repayment in the event the Merger is not consummated or the Merger Agreement is otherwise terminated). Mr. Brooks will otherwise be eligible to receive compensation and benefits on the same terms as other non-employee members of the SouthState board of directors. Mr. Brooks will be subject to restrictions on non-competition and non-solicitation for a period of two years and one year, respectively, following the effective time of the Merger, as well as on confidentiality and nondisparagement. The foregoing summary of the transition agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the transition agreement, which wi

01

Item 7.01. Regulation FD Disclosure. On May 20, 2024, SouthState and IBTX issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In connection with the announcement of the Merger Agreement, SouthState and IBTX intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed to be "filed" with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of SouthState under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. SouthState does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto. No Offer or Solicitation This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"). CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEME

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