0000950123-11-040622.txt : 20110428 0000950123-11-040622.hdr.sgml : 20110428 20110428100204 ACCESSION NUMBER: 0000950123-11-040622 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110426 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110428 DATE AS OF CHANGE: 20110428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANKSHARES INC CENTRAL INDEX KEY: 0000036029 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 750944023 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07674 FILM NUMBER: 11786008 BUSINESS ADDRESS: STREET 1: 400 PINE STREET STREET 2: P.O. BOX 701 CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: 325.627.7167 MAIL ADDRESS: STREET 1: P.O. BOX 701 CITY: ABILENE STATE: TX ZIP: 79604 8-K 1 w82558e8vk.htm FORM 8-K e8vk
 
 
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, 2011
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Texas   0-7674   75-0944023
(State or other Jurisdiction   (Commission File No.)   (IRS Employer
of Incorporation)       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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c))
 
 

 


 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  (a)   On April 26, 2011, the annual meeting of shareholders of First Financial Bankshares, Inc. (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 this meeting to hold office until the 2012 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:
                 
    Votes   Votes
Director   For   Withheld
Steven L. Beal
    14,049,569       21,546  
Tucker S. Bridwell
    14,050,144       20,971  
Joseph E. Canon
    14,044,359       26,756  
David Copeland
    14,044,036       27,079  
F. Scott Dueser
    14,031,260       39,855  
Murray Edwards
    14,047,255       23,860  
Ron Giddiens
    14,049,826       21,289  
Kade L. Matthews
    11,752,021       2,319,094  
Dian Graves Stai
    11,683,845       2,387,270  
Johnny E. Trotter
    14,050,947       20,168  
      There were no votes against or abstentions. There were 3,529,622 broker non-votes.
 
  (2)   The shareholders voted to ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2011 by a vote of 17,364,189 for, 226,185 against and 10,363 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 2011 Annual Meeting of Shareholder, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
 
      by a vote of 13,665,402 for, 172,681 against, 235,712 abstained. There were 3,529,622 broker non-votes.

 


 

  (4)   The shareholders voted on the following resolution:
 
      “RESOLVED, that the option of once every year, two years or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory vote of the shareholders on the compensation paid to the Company’s names executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
 
      with the following voting results: 9,531,436 every year, 293,491 every two years, 4,015,176 every three years, and 233,694 abstained. There were 3,529,622 broker non-votes.
ITEM 7.01 REGULATION FD DISCLOSURE
               Attached as an exhibit to this Form 8-K is the press release dated April 26, 2011 for the Annual Shareholder Meeting of First Financial Bankshares, Inc.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1     Press Release dated April 26, 2011

 


 

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, 2011  By:   /s/ F. Scott Dueser    
    F. SCOTT DUESER   
    President and Chief Executive Officer   

 

EX-99.1 2 w82558exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
         
For immediate release
  For More Information:
 
  F. Scott Dueser, Chairman, President & CEO
 
  325.627.7155    
FIRST FINANCIAL BANKSHARES ANNOUNCES THREE-FOR-TWO STOCK
SPLIT AND CASH DIVIDEND AT ANNUAL MEETING
ABILENE, Texas, April 26, 2011 — In connection with the 2011 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN) today declared a three-for-two stock split in the form of a 50 percent stock dividend. The stock split will be effective for shareholders of record on May 15, 2011, with distribution on June 1, 2011. The Board also declared a $0.24 per share cash dividend for the second quarter, which will be paid to shareholders of record on June 15, 2011, with payment set for July 1, 2011.
“We are pleased to announce this stock split and an increase in the cash dividend,” said F. Scott Dueser, Chairman, President and CEO. “When adjusted for the stock split, the new cash dividend represents a 5.9 percent increase for our shareholders.”
Shareholders reelected 10 existing members of the Board of Directors: Steven L. Beal, Retired President and Chief Operation Officer of Concho Resources Inc., Brownwood; Tucker S. Bridwell, President of Mansfeldt Investment Corporation, Abilene; Joseph E. Canon, Executive Director of the Dodge Jones Foundation, Abilene; David Copeland, President, SIPCO, Inc., and Shelton Family Foundation, Abilene; F. Scott Dueser, Chairman, President & CEO, First Financial Bankshares, Inc., Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Ron Giddiens, investment and business consulting, San Angelo; Kade Matthews, ranching and investments, Amarillo; Dian Graves Stai, Chair, Diane Graves Owen Foundation, Fredericksburg; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.
Shareholders recognized Derrell E. Johnson, former President and CEO, Rady and Associates, Southlake, who retired from the board of directors after 11 years of service.
In other business, shareholders approved advisory votes on two proposals involving compensation of named executive officers, pursuant to new rules adopted by the Securities and Exchange Commission under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The first proposal, commonly referred to as a “say-on-pay” proposal, allowed shareholders to express their support for the Board of Directors’ compensation for named executive officers and the executive compensation philosophy, policies and programs. In the second proposal, shareholders approved the frequency of the “say-on-pay” advisory vote on executive compensation on an annual basis instead of every two or three years.

 


 

Shareholders also ratified the Board’s selection of Ernst & Young LLP as the Company’s independent auditors.
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that operates 11 separately chartered banks with 52 locations in Texas. The bank subsidiaries are First Financial Bank, N.A., Abilene, Albany, Clyde, Moran and Odessa; First Financial Bank, N.A., Eastland, Ranger and Rising Star; First Financial Bank, N.A., Cleburne, Burleson, Alvarado, Midlothian and Crowley; First Financial Bank, Hereford; First Financial Bank, Huntsville; First Financial Bank, N.A., Mineral Wells; First Financial Bank, N.A., San Angelo; First Financial Bank, N.A., Southlake, Bridgeport, Boyd, Decatur, Keller and Trophy Club; First Financial Bank, N.A., Stephenville, Granbury, Glen Rose and Acton; First Financial Bank, N.A., Sweetwater, Roby, Trent and Merkel; and First Financial Bank, N.A., Weatherford, Willow Park, Aledo, Brock and Fort Worth. The Company also operates First Financial Trust & Asset Management Company, N.A., with six locations and First Technology Services, Inc., a technology operating company.
The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial Bankshares, please visit our website at http://www.ffin.com.
*****
Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the Company’s management, as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such “forward-looking statements” are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company’s expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company’s Web site or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.