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): April 27, 2021
| | 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 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2021, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of March 2, 2021, there were 17,641,124 issued and outstanding shares of Common Stock. A total of 12,345,685 shares of common stock were voted in person or by proxy, representing 69.98% of the shares entitled to be voted. At the meeting, the Company’s shareholders: (i) elected the persons listed below under Proposal 1 to serve as directors of the Company for a term that will continue until the 2024 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; (iii) ratified under Proposal 3, the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for 2021; and (iv) approved, on a non-binding advisory basis, a shareholder proposal regarding board diversity.
The following tables summarize voting results by the Company’s shareholders.
Proposal 1: To elect three directors to serve as members of the Board of Directors Class of 2024.
Nominee | | Votes For | | Votes Withheld | | Abstentions | | Broker Non-Votes |
| C. William Davis | | 5,112,614 | | 4,578,785 | | - | | 2,654,286 |
| Harriet B. Price | | 9,520,375 | | 171,024 | | - | | - |
| William P. Stafford, II | | 7,140,975 | | 2,550,424 | | - | | - |
Proposal 2: Non-binding, advisory vote on executive compensation.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 7,384,222 | | 2,174,285 | | 132,892 | | 2,654,286 |
Proposal 3: To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 11,600,215 | | 718,123 | | 27,347 | | - |
Proposal 4: Shareholder proposal regarding board diversity.
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 6,309,071 | | 2,631,276 | | 751,048 | | 2,654,289 |
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: | May 3, 2021 | | By: | /s/ David D. Brown |
| | | |
| | | David D. Brown |
| | | Chief Financial Officer |
