SouthState Corp Files Proxy Statement Amendment

TL;DR

SSSC proxy update filed, shareholders get more info for meeting.

AI Summary

SouthState Corporation filed a Definitive Additional Materials proxy statement on April 8, 2024. This filing is an amendment to previous proxy materials, indicating updates or additional information being provided to shareholders regarding upcoming company matters. The filing does not disclose specific financial figures or new proposals but serves as supplementary information to the proxy statement.

Why It Matters

This filing provides shareholders with updated or additional information necessary for them to make informed decisions at the company's upcoming shareholder meeting.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment and does not contain new financial risks or significant operational changes.

Key Players & Entities

• SouthState Corporation (company) — Registrant
• 0001558370-24-004843 (filing_id) — Accession Number
• 20240408 (date) — Filing Date

FAQ

Filing Documents

• tmb-20240408xdefa14a.htm (DEFA14A) — 45KB
• tmb-20240408xdefa14a001.jpg (GRAPHIC) — 4KB
• 0001558370-24-004843.txt ( ) — 53KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 SouthState Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee paid previously with preliminary materials. [ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 24, 2014 SouthState Corporation ("SouthState") is writing to supplement the information in its proxy statement dated March 8, 2024 for the 2024 annual meeting of the shareholders to be held on April 24, 2024. We ask shareholders to support and vote FOR Proposal 2, the Advisory Vote to Approve Our Executive Officer Compensation ("Say on Pay"). As disclosed in every proxy statement since 2011, in July 2010, CenterState entered into employment agreements with each of Mr. John C. Corbett, our Chief Executive Officer, and Mr. Stephen D. Young, our Chief Strategy Officer (the "Grandfathered Agreements"). Each Grandfathered Agreement provided that the executive is entitled receive, in lieu of any other severance entitlement, the following payments upon a change in control: a lump-sum cash payment equal to three times the highest annual compensation as reported on such executive's Form W-2 over the three-year period immediately preceding the year in which the change in control occurred; and an additional payment to account for any excise tax payable under Sections 280G and 4999 of the Internal Revenue Code (including any associated taxes thereon). These Grandfathered Agreements have never been amended or terminated and thus remain in effect as is. In June 2020, SouthState merged with CenterState Bank Corporation (the "CenterState Merger"). The CenterState Merger constituted a change in control of CenterState under the Grandfathered Agreements, entitling each of Messrs. Corbett and Young to the above-described change in control payments. However, as previously disclosed, in connection with the CenterState Merger, Messrs. Corbett and Young voluntarily agreed to waive these change in control payments through entering into retention agreements (the "Retention Agreements") with SouthState. In lieu of these payments, the Retention Agreements provided that, if either (i) the executive's employment was terminated without cause or for good reason within the three-year period following the CenterState Merger (i.e., a double-trigger event occurred) or (ii) if there was any other future change in control of the Company (i.e., a future single-trigger event occurred), then the change in control payment would be made at that time . In short, these Retention Agreements were entered into solely to waive the change in control payout to which each executive would have been entitled in connection with the CenterState Merger. They were not intended to, and did not in any way, amend, terminate or supersede the Grandfathered Agreements. The three-year period from the closing of the CenterState Merger, referenced in the Retention Letter, has now lapsed. Therefore, as there was no further reason for the Retention Agreements, which had served their intended purpose, SouthState and the executives agreed to terminate the Retention Agreements in February 2024. In doing so, both SouthState and the executives recognized that the Grandfathered Agreements would continue to govern a termination of employment or change in control. In short, the Grandfathered Agreements remained in effect as written since July 2010; they were never amended or terminated and thus have not been reinstated. 1 SouthState is fully aware and appreciative of potential shareholder concerns about the change in control provisions in the Grandfathered Agreements. To that end, SouthState has publicly committed not to enter into any new agreements or plans with single-trigger change in control provisions or excise tax gross-up protections. Because such provisions are part of Messers. Corbett's and Young's Grandfathered Agreements, however, SouthState is contractually obligated to adhere to such provisions and is unable to eliminate or modify such provisions without their consent. If Messrs. Corbett or Young's Grandfathered Agreements are ever amended or replaced, we would expect

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