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): May 19, 2022
FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-37621 | 26-0513559 | ||||||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification Number) | |||||||
| 400 East Thomas Street | ||||||||
| Hammond, Louisiana | 70401 | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (985) 345-7685 | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box 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 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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $1 par value | FGBI | The Nasdaq Stock Market LLC | ||||||||||||
| Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock) | FGBIP | The Nasdaq Stock Market LLC | ||||||||||||
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of First Guaranty Bancshares, Inc. held May 19, 2022, the following matters were voted upon:
a) Election of the following nominees as directors, with votes "for" and "withheld", as well as broker nonvotes, as follows:
| Director | Votes "For" | Votes "Withheld" | Broker Non-votes | |||||||||||||||||
| Jack Rossi | 6,605,009 | 486,750 | 2,415,676 | |||||||||||||||||
| William K. Hood | 6,538,285 | 553,474 | 2,415,676 | |||||||||||||||||
| Alton B. Lewis | 7,039,096 | 52,663 | 2,415,676 | |||||||||||||||||
| Marshall T. Reynolds | 6,583,503 | 508,256 | 2,415,676 | |||||||||||||||||
| Edgar R. Smith, III | 6,538,285 | 553,474 | 2,415,676 | |||||||||||||||||
b) An advisory, non-binding vote with respect to our executive compensation as described in the Proxy Statement.
| Votes "For" | Votes "Against" | Votes "Abstain" | Broker Non-votes | |||||||||||||||||
| 6,995,929 | 28,521 | 67,309 | 2,415,676 | |||||||||||||||||
c) A vote to approve the First Guaranty Bank Equity Bonus Plan.
| Votes "For" | Votes "Against" | Votes "Abstain" | Broker Non-votes | |||||||||||||||||
| 6,942,865 | 53,406 | 95,488 | 2,415,676 | |||||||||||||||||
The shareholders elected all of the proposed directors and approved all the proposals.
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.
| FIRST GUARANTY BANCSHARES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: May 20, 2022 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||