First Community Bankshares (FCBC) 8-K Submission of Matters to a Vote of Security Holders

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 26, 2022
	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 26, 2022, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of March 3, 2022, there were 16,794,260 issued and outstanding shares of Common Stock. A total of 12,015,083 shares of common stock were voted in person or by proxy, representing 71.54% 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 2025 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 Elliott Davis PLLC as the Company’s independent registered public accounting firm for 2022; and (iv) approved under Proposal 4, the First Community Bankshares, Inc. 2022 Omnibus Equity Compensation Plan..

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 2025.

Nominee	Votes For		Votes Withheld		Abstentions		Broker Non-Votes
Samuel L. Elmore		7,438,417		2,102,870		-		2,473,796
Richard S. Johnson		9,231,360		309,927		-		2,473,796
Beth A. Taylor		9,417,265		124,022		-		2,473,796

Proposal 2: Non-binding, advisory vote on executive compensation.

Votes For	Votes Against		Abstentions		Broker Non-Votes
9,144,888		353,767		42,632		2,473,796

Proposal 3: To ratify the appointment of Elliott Davis PLLC as the Company’s independent registered public accounting firm.

Votes For	Votes Against		Abstentions		Broker Non-Votes
11,872,293		102,405		40,385		-

Proposal 4: Approval of the First Community Bankshares, Inc. 2022 Omnibus Equity Compensation Plan.

Votes For	Votes Against		Abstentions		Broker Non-Votes
8,942,418		560,913		37,956		2,473,796

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 2, 2022	By:	/s/ David D. Brown
			David D. Brown
			Chief Financial Officer