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 19, 2022 |
| | |
| The First Bancshares, Inc. |
| (Exact name of registrant as specified in its charter) |
| Mississippi | 33-94288 | 64-0862173 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | |
| 6480 U.S. Hwy 98 West, Hattiesburg, MS | 39402 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (601) 268-8998 |
N/A |
| (Former name or former address, if changed since last report.) |
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 240.13a-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 | FBMS | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 19, 2022, The First Bancshares, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Meeting”). Three proposals were voted on at the Meeting. As of the record date, there were 20,484,762 shares entitled to vote, of which 16,588,777 shares, or 80.98%, were voted by proxy at the Meeting. The matters voted on at the Meeting and final voting results are summarized below.
Proposal 1 - A Company proposal to elect three Class III directors to serve a three-year term expiring at the 2025 annual meeting of shareholders, or until their successors are elected and qualified:
| Directors Elected | | Votes For | | Votes Withheld | | Broker Non-Votes |
| David W. Bomboy, M.D. | | 12,635,456 | | 996,930 | | 2,956,391 |
| M. Ray (Hoppy) Cole, Jr. | | 13,238,545 | | 393,841 | | 2,956,391 |
| E. Ricky Gibson | | 9,801,176 | | 3,831,210 | | 2,956,391 |
Each of the three director nominees was elected for a three-year term.
Proposal 2 – A Company proposal to approve, on an advisory basis, the 2021 compensation of its named executive officers:
| Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 13,043,275 | | 486,096 | | 103,015 | | 2,956,391 |
| | | | | | | |
The 2021 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3 - A Company proposal to ratify the appointment of BKD LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:
| Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 16,238,846 | | 3,343 | | 346,588 | | 0 |
The appointment of BKD LLP as the Company's independent registered public accounting firm was ratified.
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.
| | The First Bancshares, Inc. |
| | |
| Date: May 23, 2022 | |
| | |
| | /s/ Donna T. (Dee Dee) Lowery |
| | Donna T. (Dee Dee) Lowery |
| | Executive Vice President and Chief Financial Officer |
