8-K

 

 

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 24, 2018

 

 

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 (§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

 

  (a) On April 24, 2018, 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 2019 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:

 

Director

    Votes
For		      Votes
Withheld		  

April Anthony

      49,167,108        148,986  

Tucker S. Bridwell

      48,911,285        404,809  

David Copeland

      48,947,295        368,799  

F. Scott Dueser

      48,996,464        319,630  

Murray Edwards

      48,980,525        335,569  

Ron Giddiens

      32,715,034        16,601,060  

Tim Lancaster

      49,156,950        159,144  

Kade L. Matthews

      49,084,543        231,551  

Ross Smith

      49,155,619        160,475  

Johnny E. Trotter

      48,878,152        437,942  

There were 12,742,503 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, 2018 by a vote of 60,672,211 for, 1,260,495 against and 125,891 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 2018 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 48,428,293 for, 474,469 against and 413,332 abstained. There were 12,742,503 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 24, 2018 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 24, 2018

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 24, 2018     By: /S/ F. Scott Dueser                              
          F. SCOTT DUESER
          President and Chief Executive Officer