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): November 25, 2020

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 Number)

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

(Address of principal executive offices) (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

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 8.01 Other Events.

On November 25, 2020, James W. Ayers, the Executive Chairman of the board of directors (the “Board”) of FB Financial Corporation (the “Company”), notified the Board that he intends to retire as Executive Chairman effective January 1, 2021. Upon his retirement as Executive Chairman, Mr. Ayers will continue to serve as a member of the Board. On November 30, 2020, the Board, on recommendation of its Nominating and Corporate Governance Committee (the “Committee”), named Mr. Ayers as Vice Chairman and Founder effective January 1, 2021.

In connection with Mr. Ayers’ decision to retire as Executive Chairman, the Board, on recommendation of the Committee, elected Stuart McWhorter as Chairman of the Board.

The Company’s press release, dated December 2, 2020, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit Number	Description
99.1	Press Release, dated December 2, 2020
104	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.

FB FINANCIAL CORPORATION

By: /s/ Beth W. Sims

Beth W. Sims

General Counsel and Corporate Secretary

Date: December 2, 2020

EX-99.1

Jim Ayers To Step Back From Executive Chairman Role at FirstBank

Stuart McWhorter Elected as Board Chairman

NASHVILLE, Tenn. (Dec. 2, 2020) – Jim Ayers, who bought a tiny, rural West Tennessee bank in 1984 and turned it into an $11 billion regional powerhouse, announced today he was stepping down as Executive Chairman of the board of directors of FirstBank and its parent company FB Financial Corporation (NYSE: FBK) effective Jan. 1, 2021.

Ayers, who owns 29 percent of the publicly traded bank, will retain a board seat and expects to continue working at the bank, focusing his time calling on customers.

“Having just celebrated my 77th birthday, I thought this would be a good time to dial back some of my responsibilities to give me more time to spend with my family and on my hobbies,” Ayers said. “The bank is strong, we have excellent leadership at the top with Chris Holmes as President and CEO, and we have a strong and diverse board. I can go hunting and fishing, and that’s what I intend to do.”

Holmes, age 56, joined FirstBank as Chief Banking Officer before being named President in 2012 and adding the CEO’s role the following year. Holmes is a native of Lexington, Tenn., and worked previously in executive roles at The South Financial Group in Greenville, S.C., and National Commerce Financial in Memphis. He serves as the current chairman of the Tennessee Bankers Association along with several other boards including Delta Dental of Tennessee and the Tennessee Hospital Association.

In a special called meeting, the board elected Stuart McWhorter as Chairman and named Ayers as Vice Chairman and Founder.

“Jim Ayers has been and will continue to be an enormous presence at FirstBank,” Holmes said. “In electing an independent board chairman, we were guided by the Company’s commitment to the highest standards of corporate governance. With Stuart McWhorter’s experience in business and leadership and his 12 years on the Company’s board, he is an ideal chairman for us, and we expect the transition to be seamless as we move into the new calendar year.”

McWhorter recently rejoined the board of directors after stepping back from public service. He originally joined the board in 2006 before accepting a role in Governor Bill Lee’s Administration. As Commissioner of Finance and Administration, McWhorter led the drafting of two fiscal year state budgets, provided leadership to the department’s various divisions, co-chaired the Governor’s Healthcare Modernization Task Force, and served on several boards and commissions on behalf of the governor, including the State Building Commission, State Funding Board and the Investment Committee of the state’s Pension Fund. In response to the COVID-19 pandemic, Governor Lee also appointed McWhorter as Director of the TN Unified Command

Group to streamline coordination across the Tennessee Emergency Management Agency (TEMA), Tennessee Department of Health and Tennessee Department of Military.

Ayers built successful health care and real estate ventures in addition to moving into banking. He and a business partner bought Farmers State Bank in Scotts Hill, Tenn., in 1984. It was then a rural bank with $14 million in assets.

The bank was moved to Lexington, Tenn., in 1986 after they acquired the assets of First National Bank of Lexington. The name was changed to FirstBank, and from there, the business expanded across the state and eventually into Kentucky, Georgia and Alabama.

The bank was listed on the New York Stock Exchange in 2016 through the largest banking IPO in Tennessee history. The IPO exceeded many analysts’ expectations on the initial trading day and has continued to be a leader among its peers.

Ayers and his wife, Janet, have been very active in the community. In 1999, he established The Ayers Foundation, which supports a wide range of programs and institutions, with an emphasis on education. Other philanthropic activities include the establishment of the Ayers Institute at the Vanderbilt-Ingram Cancer Center, The Ayers Children’s Hospital in Jackson, Tenn., and the Ayers Institute for Teacher Learning and Innovation at Lipscomb University.

In 2019, Ayers was inducted into the Horatio Alger Association of Distinguished Americans. He is the recipient of numerous other awards, including the Silver Beaver Award from the Boy Scouts of America, and holds honorary doctorates from Freed-Hardeman University, Union University, Bethel University and The University of Memphis, where he was the first alumnus to receive this distinction.

About FirstBank

Nashville-based FirstBank, a wholly owned subsidiary of FB Financial Corporation (NYSE: FBK), is the third largest Tennessee-headquartered bank, with 80 full-service bank branches across Tennessee, South Central Kentucky, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. The bank serves five of the major metropolitan markets in Tennessee and, with approximately $11.0 billion in total assets, has the resources to provide a comprehensive variety of financial services and products.

For More Information:

Jeanie Rittenberry	Roger Shirley
FirstBank	MP&F Strategic Communications
jrittenberry@firstbankonline.com	rshirley@mpf.com
(615) 313-8328	(615) 259-4000

XML

Cover	Nov. 25, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 25, 2020
Entity Registrant Name	FB FINANCIAL CORPORATION
Entity Incorporation, State or Country Code	TN
Entity File Number	001-37875
Entity Tax Identification Number	62-1216058
Entity Address, Address Line One	211 Commerce Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37201
City Area Code	615
Local Phone Number	564-1212
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	FBK
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001649749
Amendment Flag	false