UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM
CURRENT REPORT
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CAPITAL CITY BANK GROUP, INC.
FORM 8-K
CURRENT REPORT
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 19, 2024, the Board of Directors of Capital City Bank Group, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”). Among other things, the amendments:
| · | address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that shareowners delivering a notice of nomination certify to the Company in writing that they have complied with the requirements of the Universal Proxy Rules; (ii) providing the Company a remedy if a shareowner fails to satisfy such requirements; (iii) requiring a shareowner providing notice pursuant to the advance notice provisions of the Amended and Restated Bylaws to inform the Company if the shareowner no longer plans to solicit proxies in accordance with the Universal Proxy Rules; and (iv) requiring shareowners intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five (5) business days before the applicable meeting; | |
| · | revise the procedures and disclosure requirements set forth in the advance notice provisions of the Bylaws, including (i) requiring additional information, representations and disclosures from proposing shareowners, proposed nominees and other persons related to a shareowner’s solicitation of proxies; and (ii) restricting the number of nominees a shareowner may nominate for election at a meeting to the number of directors to be elected at such meeting; | |
| · | require that a shareowner soliciting proxies from other shareowners use a proxy card color other than white; and | |
| · | incorporate technical and administrative updates as well as certain ministerial, clarifying, and conforming changes to provide clarification and consistency. | |
The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | ||
| Item No. | Description of Exhibit | ||
| 3.1 | Amended and Restated Bylaws of Capital City Bank Group, Inc., effective December 19, 2024 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL CITY BANK GROUP, INC. | ||||
| Date: | December 20, 2024 | By: | /s/ Jeptha E. Larkin | |
| Jeptha E. Larkin, | ||||
| Executive Vice President | ||||
| and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Amended and Restated Bylaws of Capital City Bank Group, Inc., effective December 19, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |