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 23, 2023
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 May 23, 2023, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of March 24, 2023, there were 16,228,524 issued and outstanding shares of Common Stock. A total of 11,453,901 shares of common stock were voted in person or by proxy, representing 70.58% 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 2026 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; and (iii) ratified under Proposal 3, the appointment of Elliott Davis PLLC as the Company’s independent registered public accounting firm for 2023.
The following tables summarize voting results by the Company’s shareholders.
Proposal 1: To elect two (2) directors to serve as members of the Board of Directors Class of 2026.
Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||
| Gary R. Mills | 8,412,749 | 632,857 | - | 2,408,295 | ||||
| M. Adam Sarver | 6,468,145 | 2,577,461 | - |
Proposal 2: Non-binding, advisory vote on executive compensation.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 8,793,771 | 200,187 | 51,648 | 2,408,295 |
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 | |||
| 9,828,549 | 1,729,754 | 114,732 | - |
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 25, 2023 | By: | /s/ David D. Brown | |
| David D. Brown | ||||
| Chief Financial Officer | ||||