FB Financial (FBK) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 15, 2020

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	001-37875	62-1216058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

211 Commerce Street, Suite 300 Nashville, Tennessee	37201
(Address of principal executive offices)	(Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common stock	FBK	New York Stock Exchange

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 Rule12b-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 15, 2020, 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 January 21, 2020, by and among the Company, Franklin Financial Network, Inc., and Paisley Acquisition Corporation, 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

For	Against	Abstain	BrokerNon-Votes
30,257,435	39,575	26,967	0

Proposal 2. FB Financial Adjournment Proposal

For	Against	Abstain	BrokerNon-Votes
26,109,828	4,100,846	113,303	0

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 16, 2020		General Counsel and Corporate Secretary