--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-006876" form_type: "8-K" ticker: "SSB" cik: "0000764038" company_name: "SouthState Bank Corp" filed_at: "2023-04-26T23:59:59+00:00" generated_at: "2026-06-16T14:31:17.016704+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # SouthState shareholders elect all director nominees and approve say-on-pay at annual meeting ## Summary - All 11 incumbent director nominees elected; 53.5M–58.8M votes for each, ~7.6M broker non-votes. - Non-binding advisory vote on executive compensation approved: 58.3M for, 0.8M against. - Shareholders voted for a one-year frequency of say-on-pay: 56.6M for one year, 2.4M for three years. - Ratification of Ernst & Young as independent auditor for 2023 approved: 66.3M for, 0.4M against. ## SEC filing metadata - accession: 0001558370-23-006876 - form_type: 8-K - ticker: SSB - cik: 0000764038 - company_name: SouthState Bank Corp - filed_at: 2023-04-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/0001558370-23-006876-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/ssb-20230426x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-006876 - JSON: https://secwatch.observer/filing/0001558370-23-006876.json - Plain text: https://secwatch.observer/filing/0001558370-23-006876.txt ## Key facts - Shareholder Votes SouthState Bank Corp shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-04-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 4: Appointment of Independent Registered Public Accounting Firm. The shareholders voted to ratify, as an advisory, non-binding vote, the appointment of Ernst & Young LLP, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows: ​ Voting For 66,348,959 Voting Against 447,089 Abstain from Voting 18,297 Non-Votes — ​ 66,814,345 evidence_url: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/0001558370-23-006876-index.htm - Shareholder Votes SouthState Bank Corp shareholders approved Non-binding advisory vote on frequency of say-on-pay votes at the 2023-04-26 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 3: Compensation of Named Executive Officer s. The shareholders voted to approve, on a non-binding advisory basis, holding a non-binding, advisory vote every year on executive compensation, as disclosed in the proxy statement. The results of the vote were as follows: ​ ​ Voting For One Year 56,610,971 ​ Two Years 102,134 ​ Three Years 2,399,024 Abstain from Voting ​ 143,438 Non-Votes ​ — ​ ​ 59,255,567 evidence_url: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/0001558370-23-006876-index.htm - Shareholder Votes SouthState Bank Corp shareholders approved Compensation of Named Executive Officers (advisory vote) at the 2023-04-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-26 source text: Proposal 2: Compensation of Named Executive Officer s. The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement. The results of the vote were as follows: ​ ​ Voting For 58,348,772 Voting Against 780,601 Abstain from Voting 126,194 Non-Votes 7,558,778 ​ 66,814,345 evidence_url: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/0001558370-23-006876-index.htm - Shareholder Votes SouthState Bank Corp shareholders approved Election of Directors at the 2023-04-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-26 source text: Proposal No. 1: Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2024 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nominees for Director ​ Votes For ​ Votes Against ​ Votes Withheld/Abstentions ​ Broker Non-Votes Ronald M. Cofield, Sr. ​ 58,804,203 ​ — ​ 451,364 ​ 7,558,778 Shantella E. Cooper ​ 57,551,096 ​ — ​ 1,704,471 ​ 7,558,778 John C. Corbett ​ 58,744,630 ​ — ​ 510,937 ​ 7,558,778 Jean E. Davis ​ 57,535,344 ​ — ​ 1,720,223 ​ 7,558,778 Martin B. Davis ​ 58,779,214 ​ — ​ 476,353 ​ 7,558,778 Douglas J. Hertz ​ 58,551,270 ​ — ​ 704,297 ​ 7,558,778 G. Ruffner Page, Jr. ​ 58,789,142 ​ — ​ 466,425 ​ 7,558,778 William Knox Pou, Jr. ​ 53,489,518 ​ — ​ 5,766,049 ​ 7,558,778 James W. Roquemore ​ 58,785,853 ​ — ​ 469,714 ​ 7,558,778 Davi evidence_url: https://www.sec.gov/Archives/edgar/data/764038/000155837023006876/0001558370-23-006876-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.