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 16, 2019
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Tennessee | | 001-37875 | | 62-1216058 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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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 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):
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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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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 ý
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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. ý |
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of FB Financial Corporation (the “Company”) was held on May 16, 2019. At the annual meeting, the Company’s shareholders elected nine directors to hold office for one year and until their successors are duly elected and qualified: William F. Andrews, James W. Ayers, J. Jonathan Ayers, Agenia Clark, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, Raja J. Jubran, and Emily J. Reynolds. In addition, at the annual meeting, the shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final voting results are set forth below.
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| (1) | Election of directors: |
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| Nominee | For | Against | Abstain |
| William F. Andrews | 29,126,059 | 25,177 | 3,948 |
| James W. Ayers | 28,557,382 | 595,012 | 2,790 |
| J. Jonathan Ayers | 28,558,641 | 593,580 | 2,963 |
| Agenia W. Clark | 26,553,019 | 2,599,149 | 3,016 |
| James L. Exum | 26,550,039 | 2,601,274 | 3,871 |
| Christopher T. Holmes | 28,897,414 | 254,935 | 2,835 |
| Orrin H. Ingram | 29,008,766 | 143,297 | 3,121 |
| Raja J. Jubran | 29,150,708 | 398 | 4,078 |
| Emily J. Reynolds | 26,561,949 | 2,590,222 | 3,013 |
(2) Ratification of the appointment of the Company’s independent registered public accounting firm for 2019:
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| For | Against | Abstain |
| 30,389,097 | 4,136 | 1,812 |
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/ James R. Gordon
James R. Gordon
Chief Financial Officer
Date: May 22, 2019
