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): April 26, 2022

First Financial Bankshares, Inc.

(Exact name of registrant as specified in its Charter)


Texas	0-07674	75-0944023
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. 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))

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, $0.01 par value	FFIN	The Nasdaq Global Select Market LLC

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 26, 2022, 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 2023 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:


Director	Votes For		Votes Withheld
April K. Anthony		103,194,780		353,357
Vianei Lopez Braun		102,997,720		550,417
David L. Copeland		99,010,464		4,537,673
Michael B. Denny		103,223,997		324,140
F. Scott Dueser		101,725,949		1,822,188
Murray H. Edwards		102,019,885		1,528,252
Eli Jones, Ph.D.		101,386,386		2,161,751
I. Tim Lancaster		101,989,632		1,558,505
Kade L. Matthews		102,849,227		698,910
Robert C. Nickles		103,028,988		519,149
Johnny E. Trotter		102,010,024		1,538,113

There were 19,057,565 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, 2022 by a vote of 120,472,260 for, 1,837,332 against and 296,110 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 in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 101,475,706 for, 1,075,301 against and 997,130 abstained. There were 19,057,565 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 26, 2022 announcing the results of the Annual Meeting of Shareholders of the Company and the Company's second quarter dividend.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press Release dated April 26, 2022

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.


		FIRST FINANCIAL BANKSHARES, INC.
		(Registrant)

DATE: April 27, 2022	By:	/s/ F. Scott Dueser
		F. SCOTT DUESER
		Chairman of the Board, President and Chief Executive Officer

Exhibit 99.1

For immediate release

For More Information:

James R. Gordon, EVP & Chief Financial Officer

325.627.7155

FIRST FINANCIAL ANNOUNCES BOARD ELECTION AND

INCREASED DIVIDEND AT ANNUAL MEETING

ABILENE, Texas, April 26, 2022 – First Financial Bankshares, Inc. (NASDAQ: FFIN) – In connection with the 2022 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. today declared a $0.17 per share cash dividend for the second quarter, which represents a 13.3 percent increase and will be paid to shareholders of record on June 16, 2022, with payment set for July 1, 2022.

Shareholders elected eleven existing members to the Board of Directors. The elected directors are April Anthony, Managing Partner, Anthony Family Investment Partners, LTD, Dallas; Vianei Lopez Braun, Attorney, Decker Jones, P.C., Fort Worth; David Copeland, President, SIPCO, Inc., and Shelton Family Foundation, Abilene; Mike Denny, President of Batjer and Associates, Inc., Abilene; Scott Dueser, Chairman, President and CEO of First Financial Bankshares, Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Eli Jones, Ph.D., Professor, Texas A&M University Mays School of Business, Bryan/College Station; Tim Lancaster, retired President and CEO of Hendrick Health System, Lubbock; Kade Matthews, ranching and investments, Amarillo; Robert Nickles, Jr., Executive Chairman of Alegacy Group, LLC, Houston; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.

Tucker S. Bridwell, President of Mansfeldt Investment Corporation and the Dian Graves Owen Foundation, Abilene, who retired from the board of directors after 14 years of service, was recognized for his longtime leadership on the board.

In other business, shareholders approved the advisory vote on compensation for named executive officers and ratified the Audit Committees’ appointment of Ernst & Young, LLP as the Company’s independent auditors.

“Due to our strong capital position and historical increases in earnings, we are pleased to announce the increase in our quarterly cash dividend for our shareholders,” said F. Scott Dueser, Chairman, President and CEO. “We are also grateful to our shareholders for the election of our directors and the passage of these proposals.”

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 78 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, Cisco, Cleburne, Clyde, College Station, 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 ten 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.