FMBH 8-K
First Mid Bancshares, Inc. (FMBH)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders held on April 30, 2025 (the “Annual Meeting”), the stockholders of First Mid Bancshares, Inc. (the “Company”) approved an increase of 450,000 shares of common stock of the Company available for issuance under the First Mid Bancshares, Inc. 2017 Stock Incentive Plan (the “Plan”), a name change of the Plan to the “First Mid Bancshares, Inc. 2025 Stock Incentive Plan”, and an extension of the Plan term to January 21, 2035, all of which was approved by the Board of Directors on January 21, 2025. The Plan, which was initially approved by Company stockholders on April 26, 2017, provides for discretionary awards of stock options, stock awards, stock units and stock appreciation rights (SARs) to selected employees, non-employee directors and consultants of the Company and its subsidiaries.
The Plan is administered by a committee consisting of the Board of Directors, or if the Board so delegates, a sub-committee of the Board which is comprised of directors who satisfy the “non-employee director” definition under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Committee”). The Committee has full authority to select the individuals who will receive awards under the Plan, determine the form and amount of each of the awards to be granted, and establish the terms and conditions of awards. The Committee may delegate to the Chief Executive Officer of the Company its authority to grant awards to employees who are not subject to Section 16 of the Securities Exchange Act of 1934.
As a result of the amendments approved by Company Stockholders, the number of shares of common stock that may be issued under the Plan has increase by 450,000 shares, from 550,000 shares to 1,000,000 shares. The number of shares that remain available to be issued under the Plan as a result of the 450,000 share increase is 503,921 shares. Of these shares, (i) the maximum number of shares issuable as stock options or SARs to any employee in any calendar year is 50,000, (ii) the maximum number of shares that may be issued as settlement for stock awards or stock unit awards that may be granted to any participant in any calendar year is 50,000, and (iii) the maximum number of shares issuable as incentive stock options is 503,921. Shares that are forfeited or cancelled are again available for issuance under the Plan, and shares purchased or withheld by the Company to pay the option exercise price or tax withholding are not again available for issuance under the Plan.
Each award under the Plan will be evidenced by a written agreement specifying the terms and conditions of the award as determined by the Committee in its sole discretion. Notwithstanding any other provision of the Plan or any award agreement, in the event of a “change in control” of the Company, the Plan gives the Committee the discretion to determine how Plan awards are treated. The current award agreements provide that unless the awards are assumed by a public company, they will fully vest immediately prior to the change in control. If the awards are assumed by a public company, they will continue to vest; provided that if within two years following the change in control the executive’s employment is terminated by the Company without cause or by the executive for good reason (as such terms are defined in the award agreement), the awards fully vest. The term of the Plan has been extended until January 21, 2035, or ten years following the date of the Board’s approval of the Plan amendments, including the extension.
The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present in person and by proxy holders 20,634,968 shares of common stock of the Company, representing approximately 86% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote. The proposals considered and voted on at the Annual Meeting are described in greater detail in the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 18, 2025, the relevant portions of which are incorporated herein by reference.
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. Three directors were elected at the Annual Meeting, each for a three year term. The results of voting at the Annual Meeting were as follows:
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Votes For |
Votes Withheld |
Broker Non-Votes |
Robert S. Cook |
16,896,963 |
558,737 |
3,178,997 |
Gisele A. Marcus |
15,917,590 |
1,538,110 |
3,178,997 |
James E. Zimmer |
16,939,528 |
516,172 |
3,178,997 |
Proposal 2: Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock. With respect to the approval of 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 number of votes cast for and against, as well as the number of abstentions and broker non-votes, were as follows:
Votes for |
Votes Against |
Broker Non-Votes |
Abstentions |
19,682,462 |
727,331 |
0 |
224,904 |
Proposal 3: Approval of an amendment to the First Mid Bancshares, Inc. 2017 Stock Incentive Plan to change the name of the Plan, increase the number of authorized shares, and extend the term of the Plan to 2035. A name change of the Plan to the First Mid Bancshares, Inc. 2025 Stock Incentive Plan, an increase of 450,000 shares in the number of shares of common stock available under the Plan, and the extension of the term of the Plan to January 21, 2035, was approved. 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 |
16,455,304 |
841,162 |
3,178,997 |
159,233 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
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2025 Stock Incentive Plan |
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104 |
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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.
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FIRST MID BANCHARES, INC. |
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Date: |
May 6, 2025 |
By: |
/s/ Joseph R. Dively |
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Chairman, President and Chief Executive Officer |
Exhibit 10.1
FIRST MID BANCSHARES, INC.
2025 STOCK INCENTIVE PLAN
THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
FIRST MID BANCSHARES, INC.
2025 STOCK INCENTIVE PLAN
First Mid Bancshares, Inc. (the “Company”) hereby adopts the First Mid Bancshares, Inc. 2025 Stock Incentive Plan (the “Plan”) as of January 21, 2025, subject to approval by Company stockholders at the Company’s annual meeting of stockholders to be held on April 30, 2025. The Plan is an Amendment and Restatement of the First Mid Bancshares, Inc. 2017 Stock Incentive Plan (the “2017 Plan”). The Plan is intended to provide a means whereby Directors, Employees and Consultants of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, Directors, Employees and Consultants may be provided the opportunity to acquire shares of common stock of the Company or otherwise participate in the financial success of the Company, on the terms and conditions established herein.
The following terms shall be defined as set forth below:
Notwithstanding the foregoing, (x) a Change in Control shall not be deemed to occur solely because 50% or more of the combined voting power of the then outstanding securities of the Company are acquired by a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the entity, or by any corporation which, immediately prior to such acquisition, is owner directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; and (y) in the case of an Award subject to Section 409A of the Code, in no event shall a Change in Control be deemed to have occurred if the event would not constitute a Change in Control as described in Treas. Reg. §1.409A-3(i)(5).
hereof.
a Subsidiary and whose services are not in connection with a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.
thereto.
NASDAQ Stock Market on such date, or if no trading occurs on such date, the trading day immediately preceding such date.
All decisions made by the Committee in administering the Plan shall be final.
Awards granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, or be subject to execution, attachment or similar process, by operation of law or otherwise, other than: (a) by will or by the laws of descent and distribution; (b) pursuant to the terms of a qualified domestic relations order to which the Participant is a party that meets the requirements of any relevant provisions of the Code; or (c) as permitted by the Committee with respect to a NSO transferable by the Participant during his or her lifetime. In each case, the transfer shall be for no value, and the other terms and conditions applicable to the transferability of the Award shall be established by the Committee.
In connection with any Award, and as a condition to the issuance or delivery of any Shares or cash amount to the Participant in connection therewith, the Committee may require the Participant to pay the Company an amount equal to the minimum amount of the tax the Company or any Subsidiary may be required to withhold to obtain a deduction for federal, state or local income tax purposes as a result of such Award or to comply with applicable law. The Committee in its sole discretion may make available one or more of the following alternatives for the payment of such taxes: (a) in cash; (b) in cash received from a broker-dealer to whom
the Participant has submitted notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the Shares subject to the Award to pay the withholding taxes; (c) by directing the Company to withhold such number of Shares otherwise issuable in connection with the Award having an aggregate Fair Market Value equal to the minimum amount of tax required to be withheld; or (d) by delivering (either directly or through attestation) previously acquired Shares that have an aggregate Fair Market Value equal to the amount required to be withheld. The Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the required withholding taxes.
Once a Participant becomes entitled to receive Shares in connection with an Award under the Plan, the Company shall either (a) issue, in the name of the Participant, stock certificates representing the total number of Shares granted or sold to the Participant, as soon as may be reasonably practicable after such grant or sale, which shall be held by the Secretary of the Company until such time as the Shares are forfeited, resold to the Company, or the restrictions lapse, or (b) in lieu of issuing stock certificates, reflect the issuance of Shares to a Participant on a non–certificated basis, with the ownership of such Shares by the Participant evidenced solely by book entry in the records of the Company’s transfer agent. Each stock certificate issued, or each book-entry made, in respect of any Award subject to any restriction or forfeiture shall bear or be subject to the following legend:
The Shares represented hereby are subject to the terms and conditions (including forfeiture and restrictions on transfer) contained in the First Mid-Illinois Bancshares, Inc. 2025 Stock Incentive Plan and any related Award Agreement between the Company and the individual receiving the Shares. Release from such terms and conditions shall be obtained only in accordance with the provisions of the Plan and Award Agreement, a copy of each of which is on file in the office of the Secretary of the Company.
The Committee may postpone any grant or settlement of an Award or exercise of a Stock Option or SAR for such time as the Committee in its sole discretion may deem necessary in order to permit the Company:
A Participant shall be considered to be in the service of the Company or a Subsidiary as long as he or she remains a Director, Employee or Consultant of the Company or such Subsidiary. Nothing herein shall confer on any Participant that right to continued service with the Company or a Subsidiary or affect the right of the Company or such Subsidiary to terminate such service.
All questions pertaining to the validity, construction and administration of the Plan and all Awards granted under the Plan shall be determined in conformity with the laws of the State of Delaware, without regard to the conflict of law provisions of any state, and, in the case of Incentive Stock Options, Section 422 of the Code and regulations issued thereunder.