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 5, 2022 |
First Bancorp
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| North Carolina | | 0-15572 | | 56-1421916 |
| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification Number) |
| | | | | |
300 SW Main Street, Southern Pines, North Carolina | | | | 28387 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(910) 246-2500
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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:
| | ☐ | Written communications pursuant to Rule 425 under the 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 | Name of each exchange on which registered: |
| Common Stock, No Par Value | FBNC | The Nasdaq Global Select Market |
First Bancorp
INDEX
| | Page |
| | |
| Item 5.07 - Submission of Matters to a Vote of Security Holders | 3 | |
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| Signatures | 4 | |
Item 5.07 - Submission of Matters to a Vote of Security Holders
On May 5, 2022, First Bancorp (the “Company”) held its annual meeting of shareholders. At the meeting, the Company’s shareholders: (i) elected each of the 14 persons listed below under Proposal 1 to serve as a director of the Company until the 2023 annual meeting; (ii) ratified the appointment of BDO USA, LLP as the independent auditors of the Company for 2022; (iii) approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“Say-on- Pay”); and (iv) approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 40 million to 60 million.
The following table shows the results of the voting at the annual meeting.
| Proposal or Name of Nominee | | Shares
Voted
“For” | | Shares
Voted
“Against” | | Shares
Withheld | | Shares
Abstained | | Broker
Non-Votes |
| Proposal 1: To elect 14 nominees to the Board of Directors to serve until the 2023 annual meeting of shareholders, or until their successors are elected and qualified | | | | | | | | | | | | | | | | | | | | |
| Mary Clara Capel | | | 23,994,377 | | | | — | | | | 1,621,398 | | | | — | | | | 4,498,876 | |
| James C. Crawford, III | | | 22,541,918 | | | | — | | | | 3,073,857 | | | | — | | | | 4,498,876 | |
| Suzanne S. DeFerie | | | 25,313,906 | | | | — | | | | 301,869 | | | | — | | | | 4,498,876 | |
| Abby J. Donnelly | | | 25,077,899 | | | | — | | | | 537,876 | | | | — | | | | 4,498,876 | |
| John B. Gould | | | 25,046,967 | | | | — | | | | 568,808 | | | | — | | | | 4,498,876 | |
| Michael G. Mayer | | | 24,878,498 | | | | — | | | | 737,277 | | | | — | | | | 4,498,876 | |
| Carlie C. McLamb, Jr. | | | 25,532,802 | | | | — | | | | 82,973 | | | | — | | | | 4,498,876 | |
| John W. McCauley | | | 25,512,655 | | | | — | | | | 103,120 | | | | — | | | | 4,498,876 | |
| Richard H. Moore | | | 24,517,376 | | | | — | | | | 1,098,399 | | | | — | | | | 4,498,876 | |
| Dexter V. Perry | | | 25,512,932 | | | | — | | | | 102,843 | | | | — | | | | 4,498,876 | |
| O. Temple Sloan, III | | | 24,892,038 | | | | — | | | | 723,737 | | | | — | | | | 4,498,876 | |
| Frederick L. Taylor, II | | | 24,131,507 | | | | — | | | | 1,484,268 | | | | — | | | | 4,498,876 | |
| Virginia C. Thomasson | | | 24,015,728 | | | | — | | | | 1,600,047 | | | | — | | | | 4,498,876 | |
| Dennis A. Wicker | | | 24,067,770 | | | | — | | | | 1,548,005 | | | | — | | | | 4,498,876 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Proposal 2: To ratify the appointment of BDO USA, LLP as the independent auditors of the Company for 2022. | | | 29,974,244 | | | | 91,934 | | | | — | | | | 48,473 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Proposal 3: To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”). | | | 23,767,467 | | | | 1,631,858 | | | | — | | | | 216,450 | | | | 4,498,876 | |
| | | | | | | | | | | | | | | | | | | | | |
| Proposal 4: To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 40 million to 60 million. | | | 29,534,998 | | | | 538,557 | | | | — | | | | 41,096 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
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 thereunto duly authorized
| | First Bancorp |
| | |
Dated: May 10, 2022 | /s/ Richard H. Moore |
| | Richard H. Moore |
| | Chief Executive Officer |
