Form 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 22, 2014

 

 

FIRST FINANCIAL BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Texas   0-7674   75-0944023

(State or other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS 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))

 

 

 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) On April 22, 2014, 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 2015 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:

 

Director

   Votes
For
     Votes
Withheld
 

Steven L. Beal

     21,920,543         51,933   

Tucker S. Bridwell

     21,920,343         52,133   

David Copeland

     21,914,186         58,290   

F. Scott Dueser

     21,898,641         73,835   

Murray Edwards

     21,916,213         56,263   

Ron Giddiens

     21,913,253         59,223   

Tim Lancaster

     21,913,489         58,987   

Kade L. Matthews

     21,914,315         58,161   

Ross Smith

     21,907,240         65,236   

Johnny E. Trotter

     21,866,261         106,215   

There were 5,257,165 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, 2014 by a vote of 26,725,821 for, 476,743 against and 27,077 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 to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholder, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 21,510,136 for, 259,705 against and 202,632 abstained. There were 5,257,168 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 22, 2014 announcing the results of the Annual Meeting of Shareholders of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits

 

Exhibit
No.

  

Exhibit

99.1    Press Release dated April 22, 2014


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 22, 2014     By:  

/S/ F. Scott Dueser

      F. SCOTT DUESER
      President and Chief Executive Officer