Primis Financial Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 26, 2025, Primis Financial Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,722,734 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 21,611,844 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal One – Elect Directors: To elect four Class I directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for each director is as set forth below.
| Nominee | Votes For | Votes Against | Broker Non-Votes | |||
| John F. Biagas | 17,453,258 | 1,487,476 | 2,671,110 | |||
| John M. Eggemeyer | 18,279,247 | 661,487 | 2,671,110 | |||
| F. L. Garrett, III | 17,345,910 | 1,594,824 | 2,671,110 | |||
| Dr. Allen R. Jones Jr. | 18,173,146 | 767,588 | 2,671,110 |
The four nominees were each elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.
Proposal Two – Amendment of the Articles of Incorporation: To approve the amendment of the company’s Articles of Incorporation to declassify the Board of Directors.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 18,857,938 | 55,856 | 26,940 | 2,671,110 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock entitled to vote on the matter. Accordingly, this proposal was approved.
Proposal Three – Approval of the Omnibus Incentive Plan: To approve the Omnibus Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 17,901,871 | 991,705 | 47,158 | 2,671,110 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.
Proposal Four – Ratification of Auditors: To ratify the appointment of Crowe, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | ||
| 21,480,874 | 93,124 | 37,846 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.
Proposal Five – Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
| Votes For | Votes Against | Broker Non-Votes | Abstentions | |||
| 18,102,149 | 781,024 | 2,671,110 | 57,561 |
The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PRIMIS FINANCIAL CORP. | ||
| By: | /s/ Matthew A. Switzer | |
| June 27, 2025 | Matthew A. Switzer | |
| Chief Financial Officer | ||