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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) May 20, 2026
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
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| Florida |
000-13660 |
59-2260678 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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| 815 COLORADO AVENUE, |
STUART |
FL |
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34994 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (772) 287-4000
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:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.10 par value |
SBCF |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
SEACOAST BANKING CORPORATION OF FLORIDA
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 20, 2026, Seacoast Banking Corporation of Florida (the "Company") held its 2026 Annual Meeting of Shareholders. Of the 97,657,404 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 86,561,253 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company's shareholders are described below:
Proposal One - Elect Directors: To elect five Class III directors. The vote for each director is as set forth below.
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Number of Shares |
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Michael E. Griffin |
74,225,828 |
189,292 |
12,146,133 |
| Dennis S. Hudson, III |
71,775,352 |
2,639,768 |
12,146,133 |
| Kathleen B. Kay |
73,245,174 |
1,169,946 |
12,146,133 |
| Alvaro J. Monserrat |
66,146,370 |
8,268,750 |
12,146,133 |
| Randolph A. Moore, III |
65,871,672 |
8,543,448 |
12,146,133 |
The five nominees were each elected to the board by a plurality of the votes cast, as required by the Company's bylaws.
Proposal Two - Amend the Company's Amended and Restated Articles of Incorporation: To approve the proposed amendment to the Company's Amended and Restated Articles of Incorporation to Declassify the Board of Directors.
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| Votes For |
Votes Against |
Abstentions |
| 74,322,292 |
54,450 |
38,378 |
The vote required to approve this proposal was the affirmative vote of two-thirds (66 2/3%) of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the amendment to the Company’s Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.
Proposal Three - Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
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| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 72,732,371 |
1,512,734 |
170,015 |
12,146,133 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Proposal Four - Ratification of Appointment of Independent Auditor: To ratify the appointment of Crowe LLP as independent auditors for the Company for the fiscal year ending December 31, 2026.
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| Votes For |
Votes Against |
Abstentions |
| 86,112,129 |
405,061 |
44,063 |
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Item 7.01 Regulation FD Disclosure
Following the adjournment of the 2026 Annual Meeting of Shareholders, Management discussed the Company's business strategy, financial performance, recent developments, and future opportunities with shareholders in attendance.
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| Exhibit No. |
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Description |
| 3.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
SEACOAST BANKING CORPORATION OF FLORIDA
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| Dated: May 20, 2026 |
/s/ Tracey L. Dexter |
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Tracey L. Dexter |
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EVP, Chief Financial Officer |
EX-3.1
2
ex31-articlesofamendment.htm
EX-3.1
Document
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SEACOAST BANKING CORPORATION OF FLORIDA
SEACOAST BANKING CORPORATION OF FLORIDA, a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in accordance with the provisions of Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), hereby certifies as follows:
I.
The name of the Corporation is Seacoast Banking Corporation of Florida.
II.
After the filing and effectiveness pursuant to the FBCA of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, at 10:00 A.M. on May 20, 2026 (the “Effective Time”), shall declassify the board of directors. Section 6.02 of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows:
6.02 Classification; Vacancies. Prior to the 2026 annual meeting of shareholders, the Board of Directors, shall be and are divided into three classes, designated Classes I, II and III, as nearly equal in number as the then total number of directors constituting the Whole Board of Directors permits, with the term of office of one class expiring each year. Each director elected prior to the 2026 annual meeting of shareholders shall serve for the full term to which such director was elected. At the 2026 annual meeting of shareholders, the director nominees whose terms expire at that meeting shall be elected to hold office until the 2027 annual meeting of shareholders; at the 2027 annual meeting of shareholders, the director nominees whose terms expire at that meeting shall be elected to hold office until the 2028 annual meeting of shareholders; and at the 2028 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors shall be elected for terms of office expiring at the next annual meeting of shareholders and until a successor is elected and qualified or until the director’s prior death, resignation or removal. At each annual meeting of shareholders beginning in 2026, successors to the directors whose terms expire at that meeting shall each be elected for a one-year term, and prior to the 2028 annual meeting of shareholders, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly as may be possible to one-third (1/3) of the total number of directors. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled only by the Board of Directors, acting by vote of (i) 66 2/3% of the directors then in office and (ii) a majority of the Continuing Directors, although less than a quorum, or if no directors remain by the affirmative vote of not less than (i) 66 2/3% of the Voting Shares and (ii) an Independent Majority of Shareholders, and any directors so chosen shall hold office until the next election of the director they have replaced and until their successors have been elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders and vacancies created with respect to any directorship of the directors so elected shall be filled in the manner specified by such series of Preferred Stock.
III.
The only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of the Corporation’s Common Stock. These Articles of Amendment were duly adopted by such shareholders on May 20, 2026, at the Corporation’s annual meeting of shareholders. The number of votes cast for the amendment above by the shareholders was sufficient for their approval.
IN WITNESS WHEREOF, Seacoast Banking Corporation of Florida has caused these Articles of Amendment to be signed by Charles M. Shaffer, its Chairman and Chief Executive Officer, this 20th day of May, 2026.
SEACOAST BANKING CORPORATION OF FLORIDA
By: /s/ Charles M. Shaffer
Name: Charles M. Shaffer
Title: Chairman and Chief Executive Officer
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