23 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required in response to this item will be contained under the captions “Election of Directors,” “Corporate Governance and the Board of Directors” and “Delinquent Section 16(a) Reports” in the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on April 11, 2023, to be filed with the SEC on March 2, 2023, on Form DEF 14A, and such sections are incorporated herein by reference in response to this Item.
+Added: The information required in response to this item will be contained under the captions “Election of Directors,” “Corporate Governance and the Board of Directors” and “Delinquent Section 16(a) Reports” in the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 9, 2024, to be filed with the SEC on Form DEF 14A, and such sections are incorporated herein by reference in response to this Item.
EXECUTIVE COMPENSATION
−Removed: The information required in response to this item will be contained under the captions “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 11, 2023, to be filed with the SEC on March 2, 2023, on Form DEF 14A, is incorporated herein by reference in response to this Item.
+Added: The information required in response to this item will be contained under the captions “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the definitive Proxy Statement, for the Annual Meeting of Shareholders to be held on April 9, 2024, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
The information included under the heading “Compensation Committee Report” in the Proxy Statement shall not be deemed “soliciting” materials or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
−Removed: The information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 11, 2023, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
+Added: The information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the definitive Proxy Statement, for the Annual Meeting of Shareholders to be held on April 9, 2024, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
See Item 5 above for equity compensation plan information.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information appearing under the caption “Certain Relationships and Related Transactions” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 11, 2023, to be with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
+Added: The information appearing under the caption “Certain Relationships and Related Transactions” in the definitive Proxy Statement, for the Annual Meeting of Shareholders to be held on April 9, 2024, to be with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
Certain additional information on related party transactions is also included in Note 13 - Related Party Transactions to the Company’s financial statements contained in Item 8.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information appearing under the caption “Fees Paid to Independent Registered Public Accounting Firm” in the definitive Proxy Statement, for the Annual Meeting of Stockholders to be held on April 11, 2023, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
+Added: The information appearing under the caption “Fees Paid to Independent Registered Public Accounting Firm” in the definitive Proxy Statement, for the Annual Meeting of Shareholders to be held on April 9, 2024, to be filed with the SEC on Form DEF 14A, is incorporated herein by reference in response to this Item.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
2 unchanged sentences
3.1 Amended and Restated Articles of Incorporation of Lakeland Financial Corporation
−Removed: Attached hereto
+Added: Exhibit 3.1 to the Company's Form 10-K for the fiscal year ended December 31, 2022
3.2 Restated Bylaws of Lakeland Financial Corporation, as amended
−Removed: Attached hereto
+Added: Exhibit 3.1 to the Company's Form 10-K for the fiscal year ended December 31, 2022
4.1 Form of Common Stock Certificate
41 unchanged sentences
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended September 30, 2021
+Added: 19.1 Lakeland Financial Corporation Insider Trading Policy
+Added: Attached hereto
21.1 Subsidiaries
12 unchanged sentences
Attached hereto
+Added: 97.1 Clawback Policy
+Added: Attached hereto
* Management contract or compensatory plan or arrangement.
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By /s/ David M.
−Removed: Findlay, Chief Executive Officer
+Added: Findlay, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name Title Date
−Removed: Findlay President, Chief Executive Officer and Director
−Removed: Findlay (principal executive officer) February 22, 2023
−Removed: O’Neill Executive Vice President, Chief Financial Officer
−Removed: O’Neill (principal financial officer) February 22, 2023
−Removed: Lahrman Senior Vice President, Finance and Chief Accounting Officer
−Removed: Lahrman (principal accounting officer) February 22, 2023
+Added: Findlay Chairman and Chief Executive Officer February 21, 2024
+Added: (principal executive officer)
+Added: /s/ Kristin L.
+Added: Pruitt President and Director February 21, 2024
+Added: O’Neill Executive Vice President, Chief Financial Officer February 21, 2024
+Added: (principal financial officer)
+Added: Lahrman Senior Vice President, Finance and Chief Accounting Officer February 21, 2024
+Added: (principal accounting officer)
Faraz Abbasi Director February 21, 2024
5 unchanged sentences
/s/ Michael L.
−Removed: Kubacki Chairman and Director February 22, 2023
+Added: Kubacki Director February 21, 2024
Pichon Director February 21, 2024
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.