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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Apr 24, 2019 · 7y ago · Accession 0001193125-19-116942

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 23, 2019 FIRST FINANCIAL BANKSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Texas 0-7674 75-0944023 (State or other Jurisdiction of Incorporation) (Commission File No.) (IRS 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)) 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 23, 2019, 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 2020 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: Director Votes For Votes Withheld April Anthony 49,499,214 153,078 Tucker S. Bridwell 48,507,613 1,144,679 David Copeland 48,857,311 794,981 Mike Denny 49,513,120 139,172 F. Scott Dueser 49,207,673 444,619 Murray Edwards 49,031,516 620,776 Ron Giddiens 49,486,845 165,447 Tim Lancaster 49,063,546 588,746 Kade L. Matthews 49,389,970 262,322 Robert Nickles, Jr. 49,527,373 124,919 Ross Smith 49,514,202 138,090 Johnny E. Trotter 49,014,298 637,994 There were 11,090,432 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, 2019 by a vote of 59,767,853 for, 881,699 against and 93,172 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 to the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,” by a vote of 48,069,444 for, 1,125,013 against and 457,835 abstained. There were 11,090,432 broker non-votes. (4) The shareholders voted to approve an amendment to the Amended and Restated Certificate of Formation to increase the number of authorized shares to 200,000,000 by a vote of 59,633,684 for, 798,362 against and 310,678 abstained. There were no 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 23, 2019 announcing the results of the Annual Meeting of Shareholders of the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Exhibit 99.1 Press Release dated April 23, 2019 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 23, 2019 By: /S/ F. Scott Dueser F. SCOTT DUESER President and Chief Executive Officer
Filing details
Ticker
FFIN
CIK
36029
Form type
8-K
Filing date
Apr 24, 2019
Report date
Apr 23, 2019
Document
d729585d8k.htm
Size
38 KB