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): October 27, 2020 |
| |
| |
| | FIRST COMMUNITY BANKSHARES, INC. | |
| (Exact name of registrant as specified in its charter) |
| |
| |
Virginia | | 000-19297 | | 55-0694814 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| |
| |
P.O. Box 989 Bluefield, Virginia | | 24605-0989 |
| (Address of principal executive offices) | | (Zip Code) |
| |
| |
Registrant’s telephone number, including area code: (276) 326-9000 |
| __________________________________________________________________________________________________ |
| |
| 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)) |
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 ($1.00 par value) | | FCBC | | NASDAQ Global Select |
| 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. ☐ |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On October 27, 2020, First Community Bankshares, Inc. (the “Corporation”), at a regular meeting of its Board of Directors (the “Board”), increased the size of the Board to seven (7) members and appointed Harriet B. Price to fill the vacancy created by that action. The appointment is effective January 1, 2021.
The Board has determined that Ms. Price is “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no family relationships between Ms. Price and any director or executive officer of the Corporation. Further, Ms. Price is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there was no arrangement or understanding between Ms. Price and any other person pursuant to which she was selected as a director.
As of the effective date, Ms. Price is entitled to receive compensation for her service on the Board that is consistent with the compensation received by the other non-employee members of the Board. A description of compensation for non-employee directors is included in the Corporation’s proxy statement on Schedule 14A for its 2020 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 16, 2020.
Ms. Price will also serve as a member of the board of the Corporation’s banking subsidiary, First Community Bank. Ms. Price has not yet been appointed to any committees of the Board.
The Corporation issued a press release on November 2, 2020, announcing the appointment of Ms. Price to the Board. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibit is included with this report: |
| Exhibit No. | | Exhibit Description |
| | | |
99.1 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
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 COMMUNITY BANKSHARES, INC. |
| | | |
| Date: | November 2, 2020 | | By: | /s/ David D. Brown |
| | | |
| | | David D. Brown |
| | | Chief Financial Officer |
