UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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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 April 27, 2021, at the annual meeting of shareholders of First Financial Bankshares, Inc. (the “Company”), the shareholders of the Company approved the Company’s 2021 Omnibus Stock and Incentive Plan (the “Incentive Plan”). The Incentive Plan provides that up to 2,500,000 shares of the Company’s common stock may be issued under the Incentive Plan, subject to adjustment in certain instances described in the Incentive Plan. The Company’s board of directors had previously adopted the Incentive Plan, subject to shareholder approval.
A summary of the Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2021 (the “Proxy Statement”). The summary and the foregoing description of the Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| (a) | On April 27, 2021, the annual meeting of shareholders of the Company was held in Abilene, Texas. |
| (b) | The following is a summary of the matters voted on at the annual meeting: |
| (1) | The following directors were elected at the annual meeting to hold office until the 2022 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: |
| Director |
Votes For |
Votes Withheld |
||||||
| April Anthony |
103,786,164 | 419,181 | ||||||
| Vianei Lopez Braun |
103,749,095 | 456,250 | ||||||
| Tucker S. Bridwell |
100,511,862 | 3,693,483 | ||||||
| David Copeland |
102,489,099 | 1,716,246 | ||||||
| Mike Denny |
103,804,202 | 401,143 | ||||||
| F. Scott Dueser |
102,774,057 | 1,431,288 | ||||||
| Murray Edwards |
102,704,305 | 1,501,040 | ||||||
| Tim Lancaster |
102,889,587 | 1,315,758 | ||||||
| Kade L. Matthews |
103,306,618 | 898,727 | ||||||
| Robert Nickles, Jr. |
103,824,985 | 380,360 | ||||||
| Johnny E. Trotter |
102,515,587 | 1,689,758 | ||||||
There were 20,664,997 broker non-votes.
| (2) | The shareholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021 by a vote of 123,157,018 for, 1,373,739 against and 339,585 abstained. There were no broker non-votes. |
| (3) | The shareholders approved the following resolution: |
“RESOLVED, that the shareholders of First Financial Bankshares, Inc. hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
by a vote of 101,207,066 for, 1,929,251 against and 1,069,028 abstained. There were 20,664,997 broker non-votes.
| (4) | The shareholders voted to approve the First Financial Bankshares, Inc. 2021 Omnibus Stock and Incentive Plan by a vote of 102,125,827 for, 1,441,304 against and 638,214 abstained. There were 20,664,997 broker non-votes. |
| ITEM 7.01 | REGULATION FD DISCLOSURE |
Attached as exhibit 99.1 to this Form 8-K is the press release dated April 27, 2021 announcing the results of the Annual Meeting of Shareholders of the Company and the Company’s second quarter dividend.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 10. | 2021 Omnibus Stock and Incentive Plan+ | |
| 99.1 | Press Release dated April 27, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
+ Management contract or compensatory plan on arrangement
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 FINANCIAL BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| DATE: April 27, 2021 | By: | /s/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| Chairman of the Board, | ||||||
| President and Chief Executive Officer | ||||||