Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2020, Ameris Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, there were present in person or by proxy 64,327,647 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), representing 92.54% of the total outstanding eligible votes. At the Annual Meeting, the Company’s shareholders: (1) elected eight members to the Board of Directors of the Company (the “Board”) to serve the terms described below; (2) ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; (3) approved, on an advisory basis, the compensation of the Company’s named executive officers; (4) approved the amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 100 million shares to 200 million shares; (5) approved the amendment of the Company’s Articles of Incorporation to eliminate the supermajority vote required to amend certain provisions of the Company’s Articles of Incorporation and Bylaws; and (6) approved the amendment of the Company’s Articles of Incorporation and Bylaws to declassify the Board. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 27, 2020, as supplemented by the Definitive Additional Materials filed with the Securities and Exchange Commission on May 26, 2020. The voting results for each proposal are as follows:
1.Election of the following director nominees by a majority vote to serve as Class I directors until the annual meeting to be held in 2022:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Rodney D. Bullard
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58,787,759
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1,316,191
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4,223,697
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James B. Miller, Jr.
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57,642,764
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2,461,186
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4,223,697
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Election of the following director nominees by a majority vote to serve as Class II directors until the annual meeting to be held in 2023:
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Nominee
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For
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Withheld
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Broker Non-Votes
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William I. Bowen, Jr.
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58,904,311
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1,199,639
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4,223,697
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Wm. Millard Choate
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58,891,497
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1,212,453
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4,223,697
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Robert P. Lynch
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57,693,880
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2,410,070
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4,223,697
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Elizabeth A. McCague
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58,824,420
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1,279,530
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4,223,697
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Election of the following director nominees by a majority vote to serve as Class III directors until the annual meeting to be held in 2021:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Gloria A. O’Neal
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59,341,307
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762,643
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4,223,697
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H. Palmer Proctor, Jr.
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58,888,435
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1,215,515
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4,223,697
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2.Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 by a vote of 64,262,490 for, 30,922 against, 34,235 abstaining and 0 broker non-votes.
3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers by a vote of 58,624,811 for, 1,239,966 against, 239,173 abstaining and 4,223,697 broker non-votes.
4.Approval of the amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 100 million shares to 200 million shares by a vote of 61,297,836 for, 2,846,491 against, 183,320 abstaining and 0 broker non-votes.
5.Approval of the amendment of the Company’s Articles of Incorporation to eliminate the supermajority vote required to amend certain provisions of the Company’s Articles of Incorporation and Bylaws by a vote of 59,674,657 for, 376,047 against, 53,246 abstaining and 4,223,697 broker non-votes.
6.Approval of the amendment of the Company’s Articles of Incorporation and Bylaws to declassify the Board by a vote of 59,725,685 for, 326,656 against, 51,609 abstaining and 4,223,697 broker non-votes.