8-K
Business First Bancshares, Inc. (BFST)
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): June 23, 2022
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-38447 | 20-5340628 |
|---|---|---|
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 500 Laurel Street, Suite 101<br><br> <br>Baton Rouge, Louisiana | 70801 | |
| (Address of principal executive offices) | (Zip code) | |
| Registrant’s telephone number, including area code:(225) 248-7600 |
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 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | BFST | NASDAQ Global Select Market |
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. ☐
| 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On June 23, 2022, Business First Bancshares, Inc. (“Business First”) held its Annual Meeting of Shareholders to consider and act upon the items listed below:
| 1. | The shareholders of Business First elected the individuals listed below to serve as directors of Business First until the 2023 Annual Meeting of Shareholders by the votes set forth in the table below: | |||||||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker Non-<br><br> <br>Vote | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Drew C. Brees | 11,069,808 | 740,583 | 881 | 3,997,925 | ||||
| James J. Buquet, III | 10,806,725 | 921,689 | 82,858 | 3,997,925 | ||||
| Carol M. Calkins | 11,677,212 | 53,202 | 80,858 | 3,997,925 | ||||
| Ricky D. Day | 11,425,492 | 302,922 | 82,858 | 3,997,925 | ||||
| John P. Ducrest | 11,798,708 | 11,703 | 861 | 3,997,925 | ||||
| Mark P. Folse | 11,685,502 | 44,912 | 80,858 | 3,997,925 | ||||
| Robert S. Greer, Jr. | 11,438,650 | 291,764 | 80,858 | 3,997,925 | ||||
| J. Vernon Johnson | 11,777,209 | 31,202 | 2,861 | 3,997,925 | ||||
| Rolfe H. McCollister, Jr. | 10,524,509 | 1,205,905 | 80,858 | 3,997,925 | ||||
| Andrew D. McLindon | 11,686,146 | 43,566 | 81,560 | 3,997,925 | ||||
| David R. Melville, III | 11,687,502 | 42,912 | 80,858 | 3,997,925 | ||||
| Patrick E. Mockler | 10,785,713 | 944,701 | 80,858 | 3,997,925 | ||||
| David A. Montgomery, Jr. | 11,614,543 | 116,271 | 80,458 | 3,997,925 | ||||
| Arthur J. Price | 11,687,502 | 42,912 | 80,858 | 3,997,925 | ||||
| Kenneth Wm. Smith | 10,787,486 | 942,226 | 81,560 | 3,997,925 | ||||
| Keith A. Tillage | 11,430,930 | 298,782 | 81,560 | 3,997,925 | ||||
| Steven G. White | 11,059,640 | 670,624 | 81,008 | 3,997,925 | ||||
| 2. | The shareholders of Business First approved, on a non-binding advisory basis, the compensation of Business First’s named executive officers by the vote set forth in the table below: | |||||||
| --- | --- | |||||||
| For | Against | Abstain | Broker<br><br> <br>Non-Vote | |||||
| --- | --- | --- | --- | --- | --- | --- | ||
| 11,569,894 | 224,805 | 16,573 | 3,997,925 | |||||
| 3. | The shareholders of Business First approved the 2022 Amendment to the 2017 Equity Incentive Plan by the vote set forth in the table below: | |||||||
| --- | --- | |||||||
| For | Against | Abstain | Broker Non-Vote | |||||
| --- | --- | --- | --- | --- | --- | --- | ||
| 6,323,996 | 5,435,873 | 51,403 | 3,997,925 | |||||
| 4. | The shareholders of Business First ratified the appointment of Dixon Hughes Goodman, LLP, now known as FORVIS, LLP, as Business First’s independent registered public accounting firm for the year ending December 31, 2022 by the vote set forth in the table below: | |||||||
| --- | --- | |||||||
| For | Against | Abstain | ||||||
| --- | --- | --- | --- | --- | ||||
| 15,795,443 | 67 | 13,687 |
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, thereunto duly authorized.
Dated: June 24, 2022
| BUSINESS FIRST BANCSHARES, INC. | |
|---|---|
| By: | /s/ David R. Melville, III |
| David R. Melville, III | |
| President and Chief Executive Officer |