First Mid Bancshares, Inc 8-K, filed May 1, 2023
First Mid Bancshares, Inc. (FMBH)
About this 8-K
First Mid Bancshares, Inc filed this 8-K on May 1, 2023, reporting on events of April 26, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced by First Mid Bancshares, Inc. (the “Company”), effective as of the commencement of the 2023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) on April 26, 2023, the Company’s Board of Directors (the “Board”) accepted Steven L. Grissom’s retirement from the Board, and the committees on which Mr. Grissom served, namely the audit committee, the compensation committee and the nominating and governance committee, and Mr. Grissom did not stand for re-election at the Annual Meeting because he reached the mandatory retirement age of 70 during his term expiring at the Annual Meeting. The Board’s mandatory retirement policy permits directors to serve for the full term in which they reach age 70.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2023 Annual Meeting of Stockholders of the Company was held on April 26, 2023. At the Annual Meeting, there were present in person and by proxy holders 14,545,957 shares of Common Stock of the Company, representing approximately 71% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote.
The matters considered and voted on by the Company's stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Proposal 1: Election of Directors. Two directors were elected at the Annual Meeting, each for a three-year term. The results of voting at the Annual Meeting were as follows:
| Votes For | Votes Withheld | Broker Non-Votes | |
| J. Kyle McCurry | 14,171,815 | 374,141 | — |
| Mary J. Westerhold | 13,799,448 | 746,508 | — |
Proposal 2: Advisory Vote on Executive Compensation. With respect to the advisory vote to approve the compensation of the Company's named executive officers described in the Company's proxy statement, the number of votes cast for and against, as well as the number of broker non-votes and abstentions, were as follows:
| Votes For | Votes Against | Broker Non-Votes | Abstentions |
| 14,040,700 | 320,854 | — | 184,401 |
Proposal 3: Advisory Vote on the Frequency of the Executive Compensation Vote. With respect to the advisory vote as to whether the stockholder vote to approve named executive officer compensation should occur yearly, every two years or every three years, the number votes cast for the "Yearly," "Every Two Years" and "Every Three Years" frequencies, as well as the number of broker non-votes and abstentions, were as follows:
| Yearly | Every Two Years | Every Three Years | Broker Non-Votes | Abstentions |
| 5,589,990 | 781,093 | 8,091,488 | — | 83,380 |
The Company will hold another advisory vote on the compensation of its named executive officers in three years in accordance with the frequency receiving the most votes.
SIGNATURE
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 MID BANCSHARES, INC.
| Dated: | May 1, 2023 |
| By: | /s/ Joseph R. Dively |
| Name: | Joseph R. Dively |
| Title: | Chairman, President and Chief Executive Officer |