SUPPLEMENT TO PROXY STATEMENT FOR THE
2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 24, 2014
SouthState Corporation (“SouthState”) is writing to supplement the information in its proxy statement dated March 8, 2024 for the 2024 annual meeting of the shareholders to be held on April 24, 2024.
We ask shareholders to support and vote FOR Proposal 2, the Advisory Vote to Approve Our Executive Officer Compensation (“Say on Pay”).
As disclosed in every proxy statement since 2011, in July 2010, CenterState entered into employment agreements with each of Mr. John C. Corbett, our Chief Executive Officer, and Mr. Stephen D. Young, our Chief Strategy Officer (the “Grandfathered Agreements”). Each Grandfathered Agreement provided that the executive is entitled receive, in lieu of any other severance entitlement, the following payments upon a change in control:
| ● | a lump-sum cash payment equal to three times the highest annual compensation as reported on such executive’s Form W-2 over the three-year period immediately preceding the year in which the change in control occurred; and |
| ● | an additional payment to account for any excise tax payable under Sections 280G and 4999 of the Internal Revenue Code (including any associated taxes thereon). |
These Grandfathered Agreements have never been amended or terminated and thus remain in effect as is.
In June 2020, SouthState merged with CenterState Bank Corporation (the “CenterState Merger”). The CenterState Merger constituted a change in control of CenterState under the Grandfathered Agreements, entitling each of Messrs. Corbett and Young to the above-described change in control payments.
However, as previously disclosed, in connection with the CenterState Merger, Messrs. Corbett and Young voluntarily agreed to waive these change in control payments through entering into retention agreements (the “Retention Agreements”) with SouthState. In lieu of these payments, the Retention Agreements provided that, if either (i) the executive’s employment was terminated without cause or for good reason within the three-year period following the CenterState Merger (i.e., a double-trigger event occurred) or (ii) if there was any other future change in control of the Company (i.e., a future single-trigger event occurred), then the change in control payment would be made at that time.
In short, these Retention Agreements were entered into solely to waive the change in control payout to which each executive would have been entitled in connection with the CenterState Merger. They were not intended to, and did not in any way, amend, terminate or supersede the Grandfathered Agreements.
The three-year period from the closing of the CenterState Merger, referenced in the Retention Letter, has now lapsed. Therefore, as there was no further reason for the Retention Agreements, which had served their intended purpose, SouthState and the executives agreed to terminate the Retention Agreements in February 2024. In doing so, both SouthState and the executives recognized that the Grandfathered Agreements would continue to govern a termination of employment or change in control. In short, the Grandfathered Agreements remained in effect as written since July 2010; they were never amended or terminated and thus have not been reinstated.
