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