First Mid Bancshares, Inc 8-K, filed May 16, 2025
First Mid Bancshares, Inc. (FMBH)
About this 8-K
First Mid Bancshares, Inc filed this 8-K on May 16, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting held on April 30, 2025, the stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 30,000,000 shares to 45,000,000 shares (the “Amendment”). For more information on the Amendment proposal presented at the Annual Meeting, see the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 18, 2025 (the “Proxy Statement”). The Amendment was filed with the Secretary of State of the State of Delaware on May 12, 2025 and became effective upon filing. Also on May 12, 2025, following the filing of the Amendment, the Company filed a restatement of its Certificate of Incorporation consolidating all prior amendments to the Certificate of Incorporation including the Amendment (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Restated Certificate of Incorporation became effective upon filing. Complete copies of the Amendment and the Restated Certificate of Incorporation are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.
Exhibit No. |
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Description |
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Amendment to Restated Certificate of Incorporation, dated May 12, 2025 |
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Restated Certificate of Incorporation, dated May 12, 2025 |
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.
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FIRST MID BANCSHARES, INC. |
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Date: |
May 16, 2025 |
By: |
/s/ Joseph R. Dively |
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Chairman, President and Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST MID BANCSHARES, INC.
The corporation organized and existing under and by virtue of the Delaware General Corporation Law does hereby certify:
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The name of the corporation (the “Corporation”) is First Mid Bancshares, Inc. |
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The Restated Certificate of Incorporation of the Corporation is hereby amended by striking out the first paragraph of Article IV thereof and by substituting in lieu of said paragraph, the following new paragraph: |
“A. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 45,000,000 shares of Common Stock, par value $4.00 per share, and 1,000,000 shares of Preferred Stock, no par value per share.”
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The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 222 and 242 of the Delaware General Corporation Law. |
In Witness Whereof, the undersigned has executed this Certificate of Amendment on this 12th day of May, 2025.
By:___ ________________________
Name: Joseph R. Dively
Title: President
Exhibit 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST MID BANCSHARES, INC.
First Mid Bancshares, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:
1. The Corporation was formed as a Delaware corporation named First Mid-Illinois Bancshares, Inc. pursuant to the Certificate of Incorporation filed in the office of the Secretary of State of the State of Delaware on September 8, 1981 and restated on November 8, 1984, May 21, 1986, April 26, 2018 and April 25, 2019.
2. A Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 25, 2019 and amended on May 12, 2025 (as amended, the “Restated Certificate of Incorporation”).
3. Pursuant to Section 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation has been duly adopted in accordance therewith, and only restates and integrates and does not further amend the provisions of the Restated Certificate of Incorporation, as heretofore amended or supplemented, and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as heretofore amended and the provisions of this Restated Certificate of Incorporation.
4. The text of the Restated Certificate of Incorporation, as heretofore amended or supplemented is restated to read in its entirety as follows:
ARTICLE I
NAME
The name of the Corporation is FIRST MID BANCSHARES, INC.
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of its registered office in the State of Delaware is 229 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.
ARTICLE III
PURPOSE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.
ARTICLE IV
AUTHORIZED STOCK
A. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 45,000,000 shares of Common Stock, par value $4.00 per share, and 1,000,000 shares of Preferred Stock, no par value per share.
B. The Board of Directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of one or more series of Preferred Stock, with such voting powers, full
Exhibit 3.2
or limited, or no voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors.
ARTICLE V
UNCLAIMED DIVIDENDS
Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.
ARTICLE VI
BY-LAWS
In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.
ARTICLE VII
INTEREST OF DIRECTORS OR OFFICERS IN CONTRACTS
A director of the Corporation shall not in the absence of fraud be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a director of the Corporation be liable to account to the Corporation for any profit realized by him from or through any transaction or contract of the Corporation by reason of the fact that he, or any firm of which he is a member, or any corporation of which he is an officer, director of stockholder, was interested in such transaction or contract if such transaction or contract has been authorized, approved or ratified in the manner provided in the General Corporation Law of Delaware for authorization, approval or ratification of transactions or contracts between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
ARTICLE IX
CERTAIN ARRANGEMENTS BETWEEN THE
CORPORATION AND ITS CREDITORS
Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of
Exhibit 3.2
equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor of stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provision of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
ARTICLE X
DIRECTORS
Exhibit 3.2
ARTICLE XI
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. In addition to any other requirements for amendments to this Restated Certificate of Incorporation, no amendment to this Restated Certificate of Incorporation shall amend, alter, change or repeal any of the provisions of Article X, Article XII, or this sentence of this Article XI, unless the amendment effecting such amendment, alteration, change or repeal shall have received the affirmative vote or written consent of the holders of shares having at least 75% of the voting power of all outstanding capital stock of the Corporation entitled to vote thereon.
ARTICLE XII
VOTING REGARDING CERTAIN BUSINESS COMBINATIONS
Exhibit 3.2
A. In addition to the requirements of any applicable statute, and except as otherwise expressly provided in paragraph B of this Article XII and notwithstanding any other provision of this Restated Certificate of Incorporation, any Business Combination shall require the affirmative vote of the holders of shares having at least 75% of the voting power of all outstanding capital stock of the Corporation entitled to vote thereon. Such affirmative vote shall be required notwithstanding the fact that no vote or a lesser vote may be required, or that some lesser percentage may be specified by law or otherwise in this Restated Certificate of Incorporation or by the By-laws of the Corporation.
B. The provisions of this Article XII relating to the required vote of the stockholders shall not be applicable to any particular Business Combination if all of the conditions specified in either subparagraph 1 or 2 below are met:
(1) the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of Common Stock of the Corporation acquired by the Related Person (i) within the two-year period immediately prior to the date of the first public announcement of the Business Combination or (ii) in the transaction or transactions by which the Related Person became a Related Person, whichever is higher;
(2) the Fair Market Value per share of the Common Stock of the Corporation on the date of the first public announcement of the Business Combination or the date on which the Related Person first became a Related Person, whichever is higher; or
(3) an amount which bears the same percentage relationship to the amount determined under clause (2) of this condition (a), as the highest price per share (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) that such Related Person has previously paid for any share of the Corporation’s Common Stock bears to the Fair Market Value of the Common Stock of the Corporation on the date of the first public announcement of the Business Combination or the date of the first acquisition of any Voting Stock of the Corporation by such Related Person, whichever occurs first.
Exhibit 3.2
Exhibit 3.2
C. All prices determined in accordance with paragraph B of this Article XII shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.
D. The terms listed below shall have the following definitions for the purposes of this Restated Certificate of Incorporation:
Exhibit 3.2
2. The term “beneficially owns” shall have the meaning as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 21, 1986. Without limiting the foregoing, any shares of Voting Stock of the Corporation that any Related Person (a) has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, or (b) receives benefits substantially equivalent to ownership from, shall be deemed beneficially owned by the Related Person.
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Exhibit 3.2
E. Nothing contained in this Article XII shall be construed to relieve any Related Party from any fiduciary obligation imposed by law.
F. The interpretation, construction and application of any provision or provisions of this Article XII and the determination of any facts in connection with the application of this Article XII, shall be made by a majority of the Continuing Directors of the Corporation. Any such interpretation, construction, application or determination, when made in good faith, shall be conclusive and binding for all purposes of this Article XII.
ARTICLE XIII
CONSIDERATION IN EVAULATING ACQUISITION PROPOSALS
In connection with the exercise of its judgement in determining what is in the best interests of the Corporation and its stockholders when evaluating a proposal by another person or persons to make a tender or exchange offer for any equity security of the Corporation or any Subsidiary, to merge or consolidate with the Corporation or any Subsidiary or to purchase or otherwise acquire all or substantially all of the assets of the Corporation or any Subsidiary, the Board of Directors of the Corporation shall consider all of the following factors and any other factors which it deems relevant: (a) the adequacy of the amount to be paid in connection with any such transaction; (b) the social and economic effects of the transaction on the Corporation and its Subsidiaries, the employees, depositors, loan and other customers and creditors of the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation or its Subsidiaries operate or are located; (c) the business and financial condition and earnings prospects of the acquiring person or persons, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the Corporation and its Subsidiaries and the other elements of the communities in which the Corporation and its Subsidiaries operate or are located; (d) the competence, experience and integrity of the acquiring person or persons and its or their management; and (e) any antitrust or other legal or regulatory issues which may be raised by any such transaction.
Exhibit 3.2
ARTICLE XIV
PARTIAL ELIMINATION OF PERSONAL LIABILITIES OF DIRECTORS
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article XIV shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article XIV shall apply to have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Section 245 of the General Corporation Law of the State of Delaware, as amended. This Restated Certificate of Incorporation has been signed by the President, and attested by the Secretary, of First Mid Bancshares, Inc. this 12th day of May, 2025.
_____________________________
Joseph R. Dively, CEO & President
ATTEST:
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Austin Frank, Secretary