FB Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FBK
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 26, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
1221 Broadway , Suite 1300
(Address of principal executive offices) (Zip Code)
(615 ) 564-1212
(Registrant’s telephone number, including area code)
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 (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 | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 26, 2025, at a special meeting of shareholders of FB Financial Corporation (the “Company”), the Company considered (1) a proposal to approve the issuance of the Company’s common stock pursuant to the Agreement and Plan of Merger dated March 31, 2025, by and among the Company and Southern States Bancshares, Inc., as such agreement may be amended from time to time (the “FB Financial Share Issuance Proposal”), and (2) a proposal to adjourn the Company special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Company share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of the Company common stock (the “FB Financial Adjournment Proposal”).
Both proposals were approved by the required vote of the Company’s shareholders at the special meeting. The final voting results are set forth below.
Proposal 1. FB Financial Share Issuance Proposal
| Votes For | Votes Against | Abstain | Non Votes | |||||||||||||||||
| 39,322,960 | 11,439 | 74,273 | — | |||||||||||||||||
Proposal 2. FB Financial Adjournment Proposal
| Votes For | Votes Against | Abstain | Non Votes | |||||||||||||||||
| 34,666,184 | 4,663,497 | 78,991 | — | |||||||||||||||||
SIGNATURES
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.
| FB FINANCIAL CORPORATION | ||||||||||||||
| By: | /s/ Beth W. Sims | |||||||||||||
| Beth W. Sims | ||||||||||||||
| Date: June 27, 2025 | General Counsel and Corporate Secretary | |||||||||||||