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 23, 2024
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Tennessee | | 001-37875 | | 62-1216058 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
| | | | |
1221 Broadway, Suite 1300
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(615) 564-1212
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| | | | | |
| ☐ | 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 240.13e-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, $1.00 par value | | FBK | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
The annual meeting of shareholders of FB Financial Corporation (the “Company”) was held on May 23, 2024. At the annual meeting, the Company’s shareholders elected 12 directors to hold office for one year and until their successors are duly elected and qualified: J. Jonathan Ayers, William F. Carpenter III, Agenia Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, R. Milton Johnson, Raja J. Jubran, C. Wright Pinson, Emily J. Reynolds, and Melody J. Sullivan. In addition, at the annual meeting, the shareholders approved on a non-binding, advisory basis, the compensation of our named executive officers. Further, at the annual meeting, the proposal to amend the Company’s charter to eliminate the supermajority voting standards failed to obtain the requisite approval of the holders of 80% of the outstanding shares of the Company’s common stock. Finally, at the annual meeting, the shareholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are set forth below.
(1) Election of 12 directors to serve until the 2025 annual meeting of shareholders and until their successors have been duly elected and qualified:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Non Votes |
| J. Jonathan Ayers | | 40,369,172 | | 588,280 | | 3,356,124 |
| William F. Carpenter III | | 40,083,732 | | 873,720 | | 3,356,124 |
| Agenia W. Clark | | 24,085,519 | | 16,871,932 | | 3,356,124 |
| James V. Cross IV | | 39,971,374 | | 986,078 | | 3,356,124 |
| James L. Exum | | 38,670,956 | | 2,286,496 | | 3,356,124 |
| Christopher T. Holmes | | 40,358,295 | | 599,157 | | 3,356,124 |
| Orrin H. Ingram | | 39,712,555 | | 1,244,897 | | 3,356,124 |
| R. Milton Johnson | | 40,677,072 | | 280,380 | | 3,356,124 |
| Raja J. Jubran | | 40,300,222 | | 657,230 | | 3,356,124 |
| C. Wright Pinson | | 39,918,322 | | 1,039,130 | | 3,356,124 |
| Emily J. Reynolds | | 39,482,973 | | 1,474,478 | | 3,356,124 |
| Melody J. Sullivan | | 40,399,082 | | 558,369 | | 3,356,124 |
(2) Non-binding, advisory vote on the compensation of the Company’s named executive officers:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | | Non Votes |
| 40,320,699 | | 310,769 | | 325,983 | | 3,356,124 |
(3) Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | | Non Votes |
| 29,841,519 | | 76,423 | | 11,039,509 | | 3,356,124 |
(4) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | | Non Votes |
| 43,889,374 | | 153,258 | | 270,943 | | 0 |
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.
| | | | | | | | | | | | | | |
| | FB FINANCIAL CORPORATION |
| | | | |
| By: | /s/ Beth W Sims | | |
| | Beth W. Sims | |
| Date: May 28, 2024 | | General Counsel and Corporate Secretary | |
