fcbc20240429_8k.htm
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0000859070
2024-04-23
2024-04-23
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): April 23, 2024
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FIRST COMMUNITY BANKSHARES, INC. |
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(Exact name of registrant as specified in its charter)
Virginia |
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000-19297 |
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55-0694814 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 989
Bluefield, Virginia
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24605-0989 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (276) 326-9000
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock ($1.00 par value) |
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FCBC |
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NASDAQ Global Select |
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 April 23, 2024, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of February 26, 2024, there were 18,487,596 issued and outstanding shares of Common Stock. A total of 14,455,162.26 shares of common stock were voted in person or by proxy, representing 78.19% of the shares entitled to be voted. At the meeting, the Company’s shareholders: (i) elected the persons listed below under Proposal 1 to serve as directors of the Company for a term that will continue until the 2027 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; and (iii) ratified under Proposal 3, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024.
The following tables summarize voting results by the Company’s shareholders.
Proposal 1: To elect two (3) directors to serve as members of the Board of Directors Class of 2027.
Nominee
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Votes
For
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Votes
Withheld
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Abstentions
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Broker
Non-Votes
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C. William Davis
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10,595,854 |
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736,062 |
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- |
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3,123,246 |
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Harriet B. Price
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8,714,204 |
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2,617,712 |
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- |
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3,123,246 |
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William P. Stafford, II
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11,095,179 |
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236,737 |
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- |
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3,123,246 |
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Proposal 2: Non-binding, advisory vote on executive compensation.
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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11,066,203 |
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177,872 |
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87,841 |
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3,123,246 |
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Proposal 3: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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13,919,664 |
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487,728 |
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47,770 |
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- |
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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.
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FIRST COMMUNITY BANKSHARES, INC.
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Date:
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April 29, 2024
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By:
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/s/ David D. Brown
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David D. Brown
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Chief Financial Officer
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