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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2023 (
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 2, 2023, SouthState Corporation (the “Company”) entered into a separation and transition agreement with Robert R. Hill, Jr., the Company’s Executive Chairman, pursuant to which Mr. Hill will be separating from his employment effective as of April 26, 2023, the date of the Company’s 2023 Annual Meeting, under circumstances entitling him to severance under the terms of his employment agreement with the Company.
This change arises from the Company’s decision to eliminate the role of Executive Chairman as part of a broader, ongoing effort to enhance the independence of the Company’s Board of Directors (the “Board”).
As of the same date, the Board appointed Doug Hertz as independent Chair of the Board, effective at the end of Mr. Hill’s term as Executive Chair, for a one-year term until the 2024 Annual Shareholder Meeting or until his successor is named. Mr. Hertz is the current lead independent director of the Company and the Bank.
Mr. Hill joined the Company in 1995 and was named President in 1999, President and Chief Executive Officer in 2004, and Executive Chairman in 2020. Mr. Hill has been a director since 1996.
A copy of the separation and transition agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023.
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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.
SOUTHSTATE CORPORATION | ||
(Registrant) | ||
By: | /s/ William E. Matthews, V | |
Dated: March 3, 2023
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