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.
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Filing text
View original ↗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)
Registrants 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 Companys
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
Companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K to the Companys 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