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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

May 20, 2021

(Date of earliest event reported)

Atlantic Capital Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Georgia

001-37615

20-5728270

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(I.R.S. Employer
Identification No.)

945 East Paces Ferry Rd. NE, Suite 1600

Atlanta, Georgia 30326

(Address of principal executive offices)

(Zip Code)

(404) 995-6050

(Registrant’s telephone number, including area code)

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(s)

   

Name of each exchange on which registered

Common Stock, no par value

 

ACBI

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 May 20, 2021, Atlantic Capital Bancshares, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2021 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders are set forth below.

Proposal No. 1: Election of directors

At the Annual Meeting, the Company’s shareholders elected the ten persons listed below as directors for a one-year term expiring at the 2022 annual meeting of shareholders or until his or her earlier resignation or retirement or until a successor is elected and qualified. The final voting results were as follows:

Director

Votes Cast For

Votes Withheld

Broker Non-Votes

Walter M. Deriso, Jr.

15,096,315

1,459,307

1,749,296

Shantella E. Cooper

15,107,444

1,448,178

1,749,296

David H. Eidson

16,443,585

112,037

1,749,296

Henchy R. Enden

15,310,286

1,245,336

1,749,296

James H. Graves

14,289,983

2,265,639

1,749,296

Douglas J. Hertz

15,031,686

1,523,936

1,749,296

Thomas M. Holder

15,043,176

1,512,446

1,749,296

Lizanne Thomas

14,883,787

1,671,835

1,749,296

Douglas L. Williams

15,257,312

1,298,310

1,749,296

Marietta Edmunds Zakas

16,390,233

165,389

1,749,296

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021

At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The final voting results were as follows:

For

Against

Abstentions

17,895,931

408,637

372

Proposal No. 3: Advisory vote on the compensation of the Company’s named executive officers

At the Annual Meeting, the Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The final voting results were as follows:

For

Against

Abstentions

Broker Non-Votes

15,962,052

274,910

318,682

1,749,296

Proposal No. 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers

At the Annual Meeting, the Company’s shareholders approved, on a non-binding advisory basis, that the frequency of future advisory votes on the compensation of the Company’s named executive officers be conducted on an annual basis.  The final voting results were as follows:

1 Year

2 Years

3 Years

Abstentions

Broker Non-Votes

14,936,460

3,001

1,282,750

333,433

1,749,296

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.

ATLANTIC CAPITAL BANCSHARES, INC.

Dated: May 25, 2021

By: /s/ Patrick T. Oakes                 

Name: Patrick T. Oakes

Title:   Executive Vice President and
Chief Financial Officer