First Community Bankshares Inc. (VA) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FCBC
Major Banks
Finance
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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:
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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).
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Emerging growth company
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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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2025, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of February 25, 2025, there were 18,326,672 issued and outstanding shares of Common Stock. A total of 14,153,877 shares of common stock were voted by proxy, with no shares of stock voted in person, representing 77.22% 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 2028 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; (iii) ratified under Proposal 3, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2025; (iv) under Proposal 4, an amendment to the Corporation's Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and future amendments to the Corporation’s Articles of Incorporation, was not approved by the shareholders because it failed to receive the affirmative vote of the holders of 75% or more of the outstanding shares of the Company's common stock, as required by the Company's Certificate of Incorporation.
The following tables summarize voting results by the Company’s shareholders.
Proposal 1: To elect three (3) directors to serve as members of the Board of Directors Class of 2028.
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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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Samuel L. Elmore
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9,230,187 | 2,080,768 | - | 2,842,922 | ||||||||||||
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Richard S. Johnson
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10,851,661 | 459,294 | - | |||||||||||||
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Beth A. Taylor
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11,173,241 | 137,714 | - | |||||||||||||
Proposal 2: Non-binding, advisory vote on executive compensation.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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| 10,984,137 | 275,111 | 51,707 | 2,842,922 | ||||||||||
Proposal 3: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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| 13,638,130 | 487,294 | 28,453 | - | ||||||||||
Proposal 4: To approve an amendment to the Corporation’s Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and future amendments to the Corporation’s Articles of Incorporation.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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| 11,193,844 | 101,454 | 15,657 | 2,842,922 | ||||||||||
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 24, 2025
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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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