<SUBMISSION>
      <TYPE>  8-K
      <FILER>  
            <CIK>  0001091491
            <CCC>  xxxxxxx
      </FILER>
      <ITEMS>  5.07
      <NOTIFY-INTERNET>  atacust@merrillcorp.com
      <PERIOD>  04/26/2012
      <SROS>  NONE
      <SUBMISSION-CONTACT>  
            <NAME>  EDGAR  Advantage  Service  Team
            <PHONE>  (800)  688  -  1933
      </SUBMISSION-CONTACT>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 26, 2012

 

HCSB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

South Carolina

 

000-26995

 

57-1079444

(State or other

 

(Commission

 

(I.R.S. Employer

jurisdiction of

 

File Number)

 

Identification No.)

incorporation)

 

 

 

 

 

5201 Broad Street, Loris, South Carolina 29569

(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code:  (843) 756-6333

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The 2012 Annual Meeting of Shareholders of HCSB Financial Corporation (the “Company”) was held on April 26, 2012 at the Center for Health and Fitness at 3207 Casey Street, Loris, South Carolina.  At the Annual Meeting, there were present in person or by proxy 2,919,117 shares of the Company’s common stock, representing approximately 78.09% of the total outstanding eligible votes.  At the Annual Meeting, the shareholders of the Company voted: (1) to elect three Class I members to the Board of Directors; (2) to ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accountants for the fiscal year ended December 31, 2012; (3) to provide an advisory resolution to approve the compensation of the Company’s named executive officers; and (4) to grant the chairperson of the meeting the authority to adjourn the Annual Meeting in order to solicit additional proxies because there were not sufficient affirmative votes present at the meeting to adopt the proposed amendment to the Company’s Articles of Incorporation.

 

The shareholders did not vote on the proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 shares to 500,000,000 shares, and the polls remain open on this proposal.  The Annual Meeting will reconvene on Tuesday, May 8, 2012, at 2:00 p.m., for the purpose of voting on the proposed amendment to the Company’s Articles of Incorporation.  The date, time, and place for the reconvened meeting were announced at the Annual Meeting prior to adjournment by the chairperson of the meeting.

 

The voting results for each proposal voted on the Annual Meeting are as follows:

 

1.                                       To elect three Class I members to the Board of Directors:

 

CLASS I

 

For

 

Withheld

 

Broker
Non-Vote

 

D. Singleton Bailey

 

2,560,451

 

53,167

 

305,499

 

T. Freddie Moore

 

2,559,210

 

54,408

 

305,499

 

Carroll D. Padgett, Jr.

 

2,568,017

 

45,601

 

305,499

 

 

The other directors that continued in office after the meeting are as follows:

 

CLASS II

 

CLASS III

Clay D. Brittain, III

 

Johnny C. Allen

Michael S. Addy

 

Tommie W. Grainger

James R. Clarkson

 

Gwyn G. McCutchen, D.D.S.

 

2.                                       To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accountants:

 

For

 

Against

 

Abstain

 

2,801,087

 

45,239

 

72,791

 

 

3.                                       To provide an advisory resolution to approve the compensation of the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

2,217,243

 

244,923

 

151,452

 

305,499

 

 

4.                                       To grant the chairperson of the meeting the authority to adjourn or postpone the meeting in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the amendment to the Company’s Articles of Incorporation:

 

For

 

Against

 

Abstain

 

2,719,880

 

146,203

 

53,032

 

 

2



 

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.

 

 

HCSB FINANCIAL CORPORATION

 

 

 

 

 

 

Dated: May 2, 2012

By:

/s/JAMES R. CLARKSON

 

Name:

James R. Clarkson

 

Title:

Chief Executive Officer

 

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