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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Apr 27, 2022 · 4y ago · Accession 0000950170-22-006297

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 Financial Bankshares, Inc. (Exact name of registrant as specified in its Charter)     Texas 0-07674 75-0944023 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.)       400 Pine Street , Abilene , Texas 79601     (Address of Principal Executive Offices and Zip Code)         Registrant’s Telephone Number ( 325 ) 627-7155       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 203.425) ☐   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 240.13 e-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, $0.01 par value   FFIN   The Nasdaq Global Select Market LLC   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.   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   (a) On April 26, 2022, 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 2023 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:   Director   Votes For     Votes Withheld   April K. Anthony     103,194,780       353,357   Vianei Lopez Braun     102,997,720       550,417   David L. Copeland     99,010,464       4,537,673   Michael B. Denny     103,223,997       324,140   F. Scott Dueser     101,725,949       1,822,188   Murray H. Edwards     102,019,885       1,528,252   Eli Jones, Ph.D.     101,386,386       2,161,751   I. Tim Lancaster     101,989,632       1,558,505   Kade L. Matthews     102,849,227       698,910   Robert C. Nickles     103,028,988       519,149   Johnny E. Trotter     102,010,024       1,538,113     There were 19,057,565 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, 2022 by a vote of 120,472,260 for, 1,837,332 against and 296,110 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 2022 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”   by a vote of 101,475,706 for, 1,075,301 against and 997,130 abstained. There were 19,057,565 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 26, 2022 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 99.1 Press Release dated April 26, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)   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, 2022 By: /s/ F. Scott Dueser     F. SCOTT DUESER     Chairman of the Board, President and Chief Executive Officer
Filing details
Ticker
FFIN
CIK
36029
Form type
8-K
Filing date
Apr 27, 2022
Report date
Apr 26, 2022
Document
ffin-20220426.htm
Size
249 KB