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 23, 2019
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 23, 2019, 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 2020 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: |
| Director |
Votes For |
Votes Withheld |
||||||
| April Anthony |
49,499,214 | 153,078 | ||||||
| Tucker S. Bridwell |
48,507,613 | 1,144,679 | ||||||
| David Copeland |
48,857,311 | 794,981 | ||||||
| Mike Denny |
49,513,120 | 139,172 | ||||||
| F. Scott Dueser |
49,207,673 | 444,619 | ||||||
| Murray Edwards |
49,031,516 | 620,776 | ||||||
| Ron Giddiens |
49,486,845 | 165,447 | ||||||
| Tim Lancaster |
49,063,546 | 588,746 | ||||||
| Kade L. Matthews |
49,389,970 | 262,322 | ||||||
| Robert Nickles, Jr. |
49,527,373 | 124,919 | ||||||
| Ross Smith |
49,514,202 | 138,090 | ||||||
| Johnny E. Trotter |
49,014,298 | 637,994 | ||||||
There were 11,090,432 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, 2019 by a vote of 59,767,853 for, 881,699 against and 93,172 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 2019 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
by a vote of 48,069,444 for, 1,125,013 against and 457,835 abstained. There were 11,090,432 broker non-votes.
| (4) | The shareholders voted to approve an amendment to the Amended and Restated Certificate of Formation to increase the number of authorized shares to 200,000,000 by a vote of 59,633,684 for, 798,362 against and 310,678 abstained. There were no broker non-votes. |
| ITEM 7.01 | REGULATION FD DISCLOSURE |
Attached as exhibit 99.1 to this Form 8-K is the press release dated April 23, 2019 announcing the results of the Annual Meeting of Shareholders of the Company.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated April 23, 2019 | |
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 23, 2019 | By: | /S/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT 99.1
| For immediate release | For More Information: | |||
| J. Bruce Hildebrand, Executive Vice President | ||||
| 325.627.7155 |
FIRST FINANCIAL BANKSHARES ANNOUNCES TWO-FOR-ONE STOCK SPLIT AND INCREASE IN CASH DIVIDEND AT ANNUAL MEETING
ABILENE, Texas, April 23, 2019 – First Financial Bankshares, Inc. (NASDAQ: FFIN) – In connection with the 2019 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. today declared a two-for-one stock split in the form of a 100 percent stock dividend. The stock split will be effective for shareholders of record on May 15, 2019, with distribution on June 3, 2019. The Board also declared a $0.12 per share cash dividend for the second quarter, post-split, which represents a 14.3 percent increase and will be paid to shareholders of record on June 17, 2019, with payment set for July 1, 2019.
At the Shareholders’ Meeting, shareholders elected Mike Denny, Owner/President of Batjer and Associates, Inc. from Abilene, Texas and Robert Nickles, Jr., Executive Chairman of Alegacy Group, LLC from Houston, Texas to the Company’s Board of Directors.
Shareholders also re-elected ten existing members to the Board of Directors. The re-elected directors are April Anthony, CEO, Encompass Health - Home Health and Hospice and Homecare Homebase, Dallas; 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 consultant, San Angelo; Tim Lancaster, retired President and CEO of Hendrick Health System, Lubbock; Kade Matthews, ranching and investments, Amarillo; Ross H. Smith Jr., Chairman and President, Akrotex Inc., Orange; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.
“We are pleased to announce this stock split and an increase of our quarterly cash dividend for our shareholders,” said F. Scott Dueser, Chairman, President and CEO. “We also welcome Mike Denny and Bob Nickles to the Board of Directors and know their business experience and expertise will greatly benefit First Financial Bankshares.”
In other business, shareholders approved the advisory vote on compensation on named executive officers, ratified the Board’s selection of Ernst & Young LLP as the Company’s independent auditors and approved an amendment to the Amended and Restated Certificate of Formation to increase the number of authorized common shares to 200 million shares.
About First Financial Bankshares
Headquartered in Abilene, Texas, First Financial Bankshares, Inc. is a financial holding company that through its subsidiary, First Financial Bank, N.A., operates multiple banking regions with 73 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Burleson, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller,
Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Spring, 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 eight 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.