(Exact Name of Registrant as Specified in Charter)
Georgia
001-13901
58-1456434
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3490 Piedmont Road N.E., Suite 1550
Atlanta,
Georgia
30305
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code:
(404)
639-6500
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐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:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
ABCB
New York Stock Exchange
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. ¨
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 21, 2026, 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 60,341,934 shares of the Company’s common stock, $1.00 par value per share, representing 88.38% of the shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s shareholders: (1) elected 10 members to the Board of Directors of the Company to serve until the Company's 2027 Annual Meeting of Shareholders; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 7, 2026. The voting results for each proposal are as follows:
1.Election of the following director nominees by a majority vote to serve as directors until the annual meeting of shareholders to be held in 2027:
Nominee
For
Against
Abstentions
Broker Non-Votes
William I. Bowen, Jr.
53,644,537
3,023,749
14,686
3,658,962
Rodney D. Bullard
56,464,781
204,310
13,881
3,658,962
Wm. Millard Choate
53,878,564
2,792,622
11,786
3,658,962
Leo J. Hill
53,226,253
3,441,212
15,507
3,658,962
Daniel B. Jeter
55,316,520
1,351,794
14,658
3,658,962
Robert P. Lynch
55,086,883
1,581,443
14,646
3,658,962
Claire E. McLean
56,472,407
199,659
10,906
3,658,962
James B. Miller, Jr.
55,719,501
948,880
14,591
3,658,962
H. Palmer Proctor, Jr.
55,970,465
698,396
14,111
3,658,962
William H. Stern
50,067,725
6,575,312
39,935
3,658,962
2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by a vote of 60,277,906 for, 45,689 against, 18,339 abstentions 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 55,662,993 for, 898,391 against, 121,588 abstentions and 3,658,962 broker non-votes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.