UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of First US Bancshares, Inc. (the “Company”) adopted the First US Bancshares, Inc. 2023 Incentive Plan (the “2023 Incentive Plan”) on February 22, 2023 and submitted the 2023 Incentive Plan for shareholder approval at the 2023 Annual Meeting of Shareholders of the Company on April 27, 2023 (the “Annual Meeting”). The Company’s shareholders approved the 2023 Incentive Plan at the Annual Meeting.
The description of the terms of the 2023 Incentive Plan contained herein and in the Company’s Proxy Statement on Schedule 14A (the “2023 Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 23, 2023 is qualified in its entirety by the copy of the 2023 Incentive Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s Annual Meeting was held on April 27, 2023. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Directors. The shareholders elected each of the director nominees to serve as directors during the ensuing year. The voting for the directors at the Annual Meeting was as follows:
| Name |
Votes For |
Withhold Authority |
Broker Non-Votes | |||
| Robert Stephen Briggs |
2,807,473 | 425,217 | 1,050,709 | |||
| Sheri S. Cook |
2,769,894 | 462,796 | 1,050,709 | |||
| John C. Gordon |
2,811,670 | 421,020 | 1,050,709 | |||
| David P. Hale |
2,753,026 | 479,664 | 1,050,709 | |||
| James F. House |
2,786,015 | 446,675 | 1,050,709 | |||
| Marlene M. McCain |
2,780,803 | 451,887 | 1,050,709 | |||
| J. Lee McPhearson |
2,795,875 | 436,815 | 1,050,709 | |||
| Jack W. Meigs |
2,758,324 | 474,366 | 1,050,709 | |||
| Aubrey S. Miller |
2,757,323 | 475,367 | 1,050,709 | |||
| Donna D. Smith |
2,781,173 | 451,517 | 1,050,709 | |||
| Bruce N. Wilson |
2,769,275 | 463,415 | 1,050,709 |
Proposal 2 – Approval of the First US Bancshares, Inc. 2023 Incentive Plan. The shareholders approved the 2023 Incentive Plan. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 2,720,866 | 481,700 | 30,124 | 1,050,709 |
Proposal 3 – Ratification of the Appointment of Carr, Riggs & Ingram, LLC as the Company’s Independent Registered Public Accountants for the Year Ending December 31, 2023. The shareholders ratified the appointment of Carr, Riggs & Ingram, LLC as the Company’s independent registered public accountants for the year ending December 31, 2023. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstain | ||
| 4,219,577 | 56,421 | 7,401 |
Proposal 4 – Advisory Approval of Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2023 Proxy Statement pursuant to the compensation disclosure rules of the Commission. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 2,691,178 | 517,422 | 24,091 | 1,050,709 |
Proposal 5 – Advisory Vote on Frequency of Say-on-Pay Vote. The result of the vote taken at the Annual Meeting to select, on an advisory basis, the frequency of future shareholder advisory votes to approve the compensation paid to the Company’s named executive officers was as follows:
| Every Year |
Every Two Years |
Every Three Years |
Abstain |
Broker Non-Votes | ||||
| 2,757,076 | 237,508 | 131,578 | 106,528 | 1,050,709 |
The Company expects to publicly disclose by an amendment to this Current Report on Form 8-K, promptly after the next regularly scheduled meeting of the Board, its determination as to the frequency with which future advisory votes on executive compensation will be held.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 10.1 | First US Bancshares, Inc. 2023 Incentive Plan | |
| 104.1 | 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.
| Dated: April 28, 2023 | FIRST US BANCSHARES, INC. | |||||
| By: | /s/ Beverly J. Dozier | |||||
| Name: | Beverly J. Dozier | |||||
| Senior Vice President, Secretary and Assistant Treasurer | ||||||