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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):
April 20, 2010
FIDELITY SOUTHERN
CORPORATION
(Exact name of registrant as specified in its charter)
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| Georgia
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No. 000-22374
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No. 58-1416811 |
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(State or other jurisdiction of
incorporation
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(Commission File Number)
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(IRS Employer
Identification No.) |
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(404) 639-6500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 23, 2010, Fidelity Southern Corporation issued a press release announcing that Millard
Choate was elected to the Fidelity Southern Board at a meeting of the board held the same day.
At this time, his committee service has not been determined.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
There were three matters submitted to a vote of security holders at Fidelity’s annual meeting
of shareholders held on April 22, 2010.
There were 10,226,864 shares of Common Stock of Fidelity eligible to be voted at the Annual
Meeting and 8,788,229 shares were represented at the meeting by the holders thereof, which
constituted a quorum. The first proposal was the election of nine directors to serve until the
next annual meeting of shareholders or until their successors are elected and qualified. The
number of votes for the election of the directors was as follows:
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Votes Cast |
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Votes Cast |
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Votes |
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Broker Non |
| Director |
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For |
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Against |
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Withheld |
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Abstain |
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Votes |
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James B. Miller, Jr. |
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6,435,026 |
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122,459 |
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3,669,379 |
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David R. Bockel |
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6,433,611 |
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123,289 |
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3,669,964 |
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Edward G. Bowen, M.D. |
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6,478,769 |
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34,973 |
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3,713,122 |
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Donald A. Harp, Jr. |
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6,477,639 |
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37,233 |
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3,711,992 |
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Kevin S. King |
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6,477,739 |
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37,033 |
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3,712,092 |
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William C. Lankford, Jr. |
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6,478,903 |
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34,705 |
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3,713,256 |
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H. Palmer Proctor, Jr. |
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6,438,982 |
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114,547 |
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3,673,335 |
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W. Clyde Shepherd, III |
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6,478,975 |
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34,561 |
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3,713,328 |
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Rankin M. Smith, Jr. |
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6,473,455 |
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45,601 |
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3,707,808 |
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The second proposal was for the ratification of appointment of Ernst & Young as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2010. The
number of votes for the ratification of Ernst and Young was as follows:
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| Votes Cast For |
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Votes Cast Against |
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Votes Withheld |
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Abstain |
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Broker Non Votes |
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| 8,751,585
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32,837
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3,807
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— |
The third proposal was a non-binding advisory vote on the compensation of its “Named Executive
Officers” as described in the proxy statement. This proposal gave Fidelity’s shareholders the
opportunity to endorse or not endorse executive compensation and policies. The number of votes for
the proposal endorsing the compensation was as follows:
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| Votes Cast For |
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Votes Cast Against |
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Votes Withheld |
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Abstain |
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Broker Non Votes |
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| 8,453,351
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304,818
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30,060
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Fidelity Southern Corporation issued a press release April 21, 2010 announcing that its subsidiary,
Fidelity Bank, elected Millard Choate to the Bank’s Board of Directors on April 20, 2010.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit No. |
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Description |
99.1
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Press Release issued April 21, 2010 |
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99.2
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Press Release issued April 23, 2010 |
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.
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/s/ Stephen H. Brolly
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Stephen H. Brolly |
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Chief Financial Officer |
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April 27, 2010