UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): December 14, 2021 |
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| FIRST COMMUNITY BANKSHARES, INC. |
(Exact name of registrant as specified in its charter)
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Virginia | | 000-19297 | | 55-0694814 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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P.O. Box 989 Bluefield, Virginia | | | 24605-0989 |
| (Address of principal executive offices) | | | (Zip Code) |
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Registrant’s telephone number, including area code: (276) 326-9000 |
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| 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: |
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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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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 ☐ |
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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. ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 14, 2021, First Community Bankshares, Inc. (the “Corporation”), at a regular meeting of its Board of Directors (the “Board”), increased the size of the Board to eight (8) members and appointed Dr. Beth A. Taylor to fill the vacancy created by that action. The appointment is effective January 1, 2022.
The Board has determined that Dr. Taylor is “independent” as defined under the listing rules of the NASDAQ Stock Market. There are no family relationships between Dr. Taylor and any director or executive officer of the Corporation. Further, Dr. Taylor 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 Dr. Taylor and any other person pursuant to which she was selected as a director.
As of the effective date, Dr. Taylor 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 2021 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 16, 2021.
Dr. Taylor will also serve as a member of the board of the Corporation’s banking subsidiary, First Community Bank. Dr. Taylor has not yet been appointed to any committees of the Board.
The Corporation issued a press releases on December 17, 2021, announcing the appointment of Dr. Taylor 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 |
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99.1 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
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. |
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| Date: | December 17, 2021 | | By: | /s/ David D. Brown |
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| | | David D. Brown |
| | | Chief Financial Officer |
