Washington, D.C. 20549
Date of Report (Date of earliest event reported):
April 20, 2010
(Exact name of registrant as specified in its charter)
Georgia   No. 000-22374   No. 58-1416811
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer
Identification No.)
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(404) 639-6500
Not applicable
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))



Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2010, Fidelity Southern Corporation issued a press release announcing that Millard Choate was elected to the Fidelity Southern Board at a meeting of the board held the same day. At this time, his committee service has not been determined.
Item 5.07   Submission of Matters to a Vote of Security Holders.
There were three matters submitted to a vote of security holders at Fidelity’s annual meeting of shareholders held on April 22, 2010.
There were 10,226,864 shares of Common Stock of Fidelity eligible to be voted at the Annual Meeting and 8,788,229 shares were represented at the meeting by the holders thereof, which constituted a quorum. The first proposal was the election of nine directors to serve until the next annual meeting of shareholders or until their successors are elected and qualified. The number of votes for the election of the directors was as follows:
    Votes Cast   Votes Cast   Votes           Broker Non
Director   For   Against   Withheld   Abstain   Votes
James B. Miller, Jr.
    6,435,026             122,459             3,669,379  
David R. Bockel
    6,433,611             123,289             3,669,964  
Edward G. Bowen, M.D.
    6,478,769             34,973             3,713,122  
Donald A. Harp, Jr.
    6,477,639             37,233             3,711,992  
Kevin S. King
    6,477,739             37,033             3,712,092  
William C. Lankford, Jr.
    6,478,903             34,705             3,713,256  
H. Palmer Proctor, Jr.
    6,438,982             114,547             3,673,335  
W. Clyde Shepherd, III
    6,478,975             34,561             3,713,328  
Rankin M. Smith, Jr.
    6,473,455             45,601             3,707,808  
The second proposal was for the ratification of appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. The number of votes for the ratification of Ernst and Young was as follows:
Votes Cast For   Votes Cast Against   Votes Withheld   Abstain   Broker Non Votes
8,751,585   32,837     3,807  
The third proposal was a non-binding advisory vote on the compensation of its “Named Executive Officers” as described in the proxy statement. This proposal gave Fidelity’s shareholders the opportunity to endorse or not endorse executive compensation and policies. The number of votes for the proposal endorsing the compensation was as follows:
Votes Cast For   Votes Cast Against   Votes Withheld   Abstain   Broker Non Votes
8,453,351   304,818     30,060  



Item 8.01   Other Events
Fidelity Southern Corporation issued a press release April 21, 2010 announcing that its subsidiary, Fidelity Bank, elected Millard Choate to the Bank’s Board of Directors on April 20, 2010.
Item 9.01   Financial Statements and Exhibits
(d) Exhibits
Exhibit No.   Description
  Press Release issued April 21, 2010
  Press Release issued April 23, 2010



     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  /s/ Stephen H. Brolly    
  Stephen H. Brolly   
  Chief Financial Officer   
April 27, 2010