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 25, 2017
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 25, 2017, 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 2018 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: |
| Director |
Votes For |
Votes Withheld |
||||||
| April Anthony |
46,616,564 | 89,422 | ||||||
| Steven L. Beal |
46,627,776 | 78,210 | ||||||
| Tucker S. Bridwell |
46,528,597 | 177,389 | ||||||
| David Copeland |
46,618,279 | 87,707 | ||||||
| F. Scott Dueser |
46,602,086 | 103,900 | ||||||
| Murray Edwards |
46,635,360 | 70,626 | ||||||
| Ron Giddiens |
46,636,854 | 69,132 | ||||||
| Tim Lancaster |
46,613,337 | 92,649 | ||||||
| Kade L. Matthews |
46,610,285 | 95,701 | ||||||
| Ross Smith |
46,631,803 | 74,183 | ||||||
| Johnny E. Trotter |
46,532,016 | 173,970 | ||||||
There were 11,792,818 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, 2017 by a vote of 57,391,939 for, 1,056,029 against and 50,836 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 2017 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,” by a vote of 45,358,585 for, 797,133 against and 550,268 abstained. There were 11,792,818 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 named 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: 29,896,812 every year, 436,219 every two years, 15,376,881 every three years, and 996,074 abstained. There were 11,792,818 broker non-votes.
Consistent with the Board of Director’s recommendation set forth in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders and in light of the above voting results, the Board of Directors determined to hold an annual shareholder advisory vote to approve the compensation of the Company’s named executive officers, commencing with its 2018 annual meeting of shareholders, and continuing thereafter until such time that the frequency vote is next presented to shareholders or until the Board of Directors determines that a different frequency is in the best interest of the Company and its shareholders.
ITEM 7.01 REGULATION FD DISCLOSURE
Attached as exhibit 99.1 to this Form 8-K is the press release dated April 25, 2017 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 25, 2017 | |
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 25, 2017 | By: | /S/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
| For immediate release | For More Information: | |
| F. Scott Dueser, Chairman, President & CEO | ||
| 325.627.7155 |
FIRST FINANCIAL ANNOUNCES BOARD ELECTION AND
INCREASED DIVIDEND AT ANNUAL MEETING
ABILENE, Texas, April 25, 2017 – In connection with the 2017 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN) today declared a $0.19 per share cash dividend for the second quarter, an increase of 5.56 percent over 2016, which will be paid to shareholders of record on June 16, 2017, with payment set for July 3, 2017.
At the Shareholders’ Meeting, shareholders reelected eleven existing members to the Board of Directors. The reelected directors are April Anthony, CEO of Encompass Home Health and Hospice and Homecare Homebase, Dallas; Steven L. Beal, former President and Chief Operating Officer of Concho Resources Inc., Brownwood; Tucker S. Bridwell, President of Mansfeldt Investment Corporation, Abilene; David Copeland, President, SIPCO, Inc., and Shelton Family Foundation, Abilene; F. Scott Dueser, Chairman, President and CEO of First Financial Bankshares, Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Ron Giddiens, investment and business consulting, San Angelo; Tim Lancaster, President and CEO of Hendrick Health System, Abilene; Kade Matthews, ranching and investments, Amarillo; Ross Smith, Jr., Chairman and President of Akrotex Inc., Orange; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.
In other business, shareholders ratified the Board’s selection of Ernst & Young LLP as the Company’s independent auditors and approved the advisory vote on compensation of named executive officers. Additionally, shareholders selected the frequency of the “say-on-pay” advisory vote on executive compensation on an annual basis instead of every two or three years.
“We are pleased to announce this increase in our quarterly cash dividend for our shareholders,” said F. Scott Dueser, Chairman, President and CEO. “We are also pleased that our shareholders reelected the Board of Directors, ratified the Company’s auditors, passed the proposal on executive compensation and selected annual as the frequency on say-on-pay.”
About First Financial Bankshares
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its subsidiary, First Financial Bank, N.A., operates multiple banking regions with 69 locations in Texas including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Burleson, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, Fort Worth, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Port Arthur,
Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with seven 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
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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.