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Published: 2022-04-27 10:01:15 ET
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8-K
0000036029false00000360292022-04-262022-04-26

 

 

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