STOCK TITAN

Investors back Capital City Bank (NASDAQ: CCBG) board, pay and auditor

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capital City Bank Group, Inc. reported the results of its 2026 Annual Meeting of Shareowners. All 12 director nominees were elected, each receiving over 11.3 million votes in favor, with relatively low opposition and broker non-votes of 2,089,331 on each director item.

Shareowners approved the advisory vote on executive compensation with 12,879,981 votes for, 195,515 against, 25,399 abstentions, and 2,089,331 broker non-votes. They expressed a preference for an annual say-on-pay vote, with 12,051,728 votes for a one-year frequency. Shareowners also ratified the independent auditor with 14,821,583 votes for, 1,360 against, and 367,283 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay support 12,879,981 votes for Advisory vote on executive compensation
Say-on-pay against 195,515 votes against Advisory vote on executive compensation
Preferred say-on-pay frequency 12,051,728 votes for 1 year Frequency of advisory compensation vote
Auditor ratification for 14,821,583 votes Ratification of independent auditor
Auditor ratification against 1,360 votes Ratification of independent auditor
Largest director support example 13,029,570 votes for Election of director Thomas A. Barron
Broker non-votes per director item 2,089,331 broker non-votes Director election proposals
Annual Meeting of Shareowners financial
"held its 2026 Annual Meeting of Shareowners on April 21, 2026"
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Emerging growth company regulatory
"Emerging growth company CAPITAL CITY BANK GROUP, INC."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Regulation 14A regulatory
"Proxies for the Annual Meeting were solicited pursuant to Regulation 14A"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Capital City Bank Group (CCBG) shareowners vote on at the 2026 Annual Meeting?

Shareowners voted to elect 12 directors, approve an advisory resolution on executive compensation, determine the frequency of future advisory pay votes, and ratify the company’s independent auditor. Each proposal received substantial participation and generally strong support from voting shareowners at the meeting.

Were all Capital City Bank Group (CCBG) director nominees elected in 2026?

All 12 director nominees were elected, each receiving over 11.3 million votes in favor. Opposition and abstentions were relatively low, and there were 2,089,331 broker non-votes recorded for each director election item at the 2026 Annual Meeting of Shareowners.

How did Capital City Bank Group (CCBG) shareowners vote on executive compensation?

Shareowners approved the advisory resolution on executive compensation with 12,879,981 votes for, 195,515 against, and 25,399 abstentions, plus 2,089,331 broker non-votes. This advisory ‘say-on-pay’ vote reflects broad support for the company’s disclosed executive pay programs for the period covered.

What say-on-pay vote frequency did Capital City Bank Group (CCBG) investors prefer?

Shareowners favored an annual say-on-pay vote, with 12,051,728 votes for a one-year frequency, compared with 186,356 for two years, 851,160 for three years, and 11,651 abstentions. This indicates investor preference for reviewing executive compensation on a yearly advisory basis.

Did Capital City Bank Group (CCBG) shareowners ratify the independent auditor in 2026?

Shareowners ratified the appointment of the independent auditor with 14,821,583 votes for, 1,360 against, and 367,283 abstentions. This strong approval suggests broad acceptance of the company’s choice of external audit firm for the relevant financial reporting period.

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): April 21, 2026
 
graphic
 
(Exact name of registrant as specified in its charter)
 
Florida
 
0-13358
 
59-2273542
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

217 North Monroe Street, Tallahassee, Florida
 
32301
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (850) 402-7821
     
 
(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 $0.01
CCBG
NASDAQ

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. ☐



CAPITAL CITY BANK GROUP, INC.
 
FORM 8-K
CURRENT REPORT
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
Capital City Bank Group, Inc. (the “Company”) held its 2026 Annual Meeting of Shareowners on April 21, 2026 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. The following summarizes all matters voted on at the Annual Meeting.

1.
The following directors were elected for a term to expire at the 2027 annual meeting until their successors are elected and qualified.  Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast were as follows:

 
For
Against
Abstain
Broker Non-Votes
Robert Antoine
12,916,967
166,782
17,146
2,089,331
Thomas A. Barron
13,029,570
71,065
260
2,089,331
William F. Butler
12,975,528
123,054
2,313
2,089,331
Stanley W. Connally, Jr.
11,349,473
1,750,517
905
2,089,331
Marshall M. Criser III
12,977,138
122,853
904
2,089,331
Kimberly A. Crowell
12,976,299
124,140
456
2,089,331
Bonnie J. Davenport
12,469,132
621,422
10,341
2,089,331
William Eric Grant
12,923,418
176,402
1,075
2,089,331
Laura L. Johnson
11,857,263
1,241,768
1,864
2,089,331
John G. Sample, Jr.
12,856,148
243,842
905
2,089,331
William G. Smith, Jr.
13,013,863
86,772
260
2,089,331
Ashbel C. Williams
12,986,122
113,868
905
2,089,331

2.
Shareowners approved, on a non-biding advisory basis, executive compensation. The number of votes cast were as follows:
 
For
Against
Abstain
Broker Non-Votes
12,879,981
195,515
25,399
2,089,331

3.
Shareowners recommended frequency of 1 year on the non-binding vote on executive compensation. The number of votes cast were as follows:
 
1 Year
2 Years
3 Years
Abstain
12,051,728
186,356
851,160
11,651


4.
Shareowners ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. The number of votes cast were as follows:

For
Against
Abstain
14,821,583
1,360
367,283


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: April 23, 2026
By:
/s/ Jeptha E. Larkin
   
Jeptha E. Larkin,
   
Executive Vice President
   
and Chief Financial Officer



Filing Exhibits & Attachments

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