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): April 25, 2017
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Texas | | 0-7674 | | 75-0944023 |
(State or other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
400 Pine Street,
Abilene, Texas 79601
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number (325)627-7155
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:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
| | ☐ | 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 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 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
| | (a) | On April 25, 2017, the annual meeting of shareholders of the Company was held in Abilene, Texas. |
| | (b) | The following is a summary of the matters voted on at the annual meeting: |
| | (1) | The following directors were elected at the annual meeting to hold office until the 2018 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: |
| | | | | | | | |
Director | | Votes
For | | | Votes
Withheld | |
April Anthony | | | 46,616,564 | | | | 89,422 | |
Steven L. Beal | | | 46,627,776 | | | | 78,210 | |
Tucker S. Bridwell | | | 46,528,597 | | | | 177,389 | |
David Copeland | | | 46,618,279 | | | | 87,707 | |
F. Scott Dueser | | | 46,602,086 | | | | 103,900 | |
Murray Edwards | | | 46,635,360 | | | | 70,626 | |
Ron Giddiens | | | 46,636,854 | | | | 69,132 | |
Tim Lancaster | | | 46,613,337 | | | | 92,649 | |
Kade L. Matthews | | | 46,610,285 | | | | 95,701 | |
Ross Smith | | | 46,631,803 | | | | 74,183 | |
Johnny E. Trotter | | | 46,532,016 | | | | 173,970 | |
There were 11,792,818 brokernon-votes.
| | (2) | The shareholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017 by a vote of 57,391,939 for, 1,056,029 against and 50,836 abstained. There were no brokernon-votes. |
| | (3) | The shareholders approved the following resolution: |
“RESOLVED, that the shareholders of First Financial Bankshares, Inc. hereby approve on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K to the Company’s Proxy Statement for the 2017 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,” by a vote of 45,358,585 for, 797,133 against and 550,268 abstained. There were 11,792,818 brokernon-votes.
| | (4) | The shareholders voted on the following resolution: |
“RESOLVED, that the option of once every year, two years or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory vote of the shareholders on the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis compensation tables and narrative discussion,” with the following voting results: 29,896,812 every year, 436,219 every two years, 15,376,881 every three years, and 996,074 abstained. There were 11,792,818 brokernon-votes.
Consistent with the Board of Director’s recommendation set forth in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders and in light of the above voting results, the Board of Directors determined to hold an annual shareholder advisory vote to approve the compensation of the Company’s named executive officers, commencing with its 2018 annual meeting of shareholders, and continuing thereafter until such time that the frequency vote is next presented to shareholders or until the Board of Directors determines that a different frequency is in the best interest of the Company and its shareholders.
ITEM 7.01 REGULATION FD DISCLOSURE
Attached as exhibit 99.1 to this Form8-K is the press release dated April 25, 2017 announcing the results of the Annual Meeting of Shareholders of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | |
Exhibit No. | | Exhibit |
| |
| 99.1 | | Press Release dated April 25, 2017 |
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 FINANCIAL BANKSHARES, INC. (Registrant) |
| | | |
| DATE: April 25, 2017 | | | | By: | | /S/ F. Scott Dueser |
| | | | | | F. SCOTT DUESER |
| | | | | | President and Chief Executive Officer |
