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 28, 2015
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 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On April 28, 2015, at the annual meeting of shareholders, the shareholders of First Financial Bankshares, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Formation (the “Certificate”) to increase the number of common shares authorized to 120,000,000. Also on April 28, 2015, the amendments to, and the Certificate, were filed with the Secretary of the State of Texas. For a more detailed description of the amendment to the Certificate, please refer to the Company’s 2015 proxy statement filed with the Securities and Exchange Commission on March 2, 2015. The foregoing description of the amendment to the Certificate is qualified in its entirety by the full text of the Certificate as amended which is attached herein as Exhibit 3.1 and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
| (a) | On April 28, 2015, 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 2016 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows: |
|
Director |
Votes
For |
Votes
Withheld |
||||||
|
April Anthony |
43,470,617 | 84,919 | ||||||
|
Steven L. Beal |
43,506,861 | 48,675 | ||||||
|
Tucker S. Bridwell |
43,502,395 | 53,141 | ||||||
|
David Copeland |
43,497,913 | 57,623 | ||||||
|
F. Scott Dueser |
43,440,458 | 115,078 | ||||||
|
Murray Edwards |
43,506,661 | 48,875 | ||||||
|
Ron Giddiens |
43,507,632 | 47,904 | ||||||
|
Tim Lancaster |
43,348,425 | 207,111 | ||||||
|
Kade L. Matthews |
43,497,913 | 57,623 | ||||||
|
Ross Smith |
43,506,447 | 49,089 | ||||||
|
Johnny E. Trotter |
43,406,416 | 149,120 | ||||||
There were 12,050,718 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, 2015 by a vote of 54,285,403 for, 1,220,973 against and 99,878 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 2015 Annual Meeting of Shareholder, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
by a vote of 42,853,862 for, 374,183 against and 327,491 abstained. There were 12,050,718 broker non-votes.
| (4) | The shareholders approved the adoption of a restricted stock plan for selected employees, officers, non-employee directors and consultants by a vote of 40,393,347 for, 2,889,587 against and 272,602 abstained. There were 12,050,718 broker non-votes. |
| (5) | The shareholders approved the following resolution: |
“RESOLVED, that the Amended and Restated Certificate of Formation of the Company be amended to increase the total number of authorized common shares so that the Company is authorized to issue 120,000,000 common shares, to be effected by amending Article Four of the Company’s Amended and Restated Certificate of Formation to read in its entirety as follows:
“The aggregate number of common shares which the corporation shall have authority to issue is 120,000,000 of the par value of $0.01 each,”
by a vote of 54,879,518 for, 551,851 against and 174,885 abstained. There were no 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 28, 2015 announcing the results of the Annual Meeting of Shareholders of the Company.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
|
Exhibit
|
Exhibit |
|
| 3.1 | Amendment to Amended and Restated Certificate of Formation, dated April 28, 2015 | |
| 99.1 | Press Release dated April 28, 2015 | |
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 28, 2015 | By: |
/S/ F. Scott Dueser |
||||
| F. SCOTT DUESER | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
FIRST FINANCIAL BANKSHARES, INC.
ARTICLE ONE
The name of the corporation is FIRST FINANCIAL BANKSHARES, INC.
ARTICLE TWO
The corporation is formed as a domestic for-profit corporation.
ARTICLE THREE
The purposes for which the corporation is organized are the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Organizations Code.
ARTICLE FOUR
The aggregate number of common shares which the corporation shall have authority to issue is ONE HUNDRED TWENTY MILLION (120,000,000) of the par value of ONE CENT ($0.01) each.
ARTICLE FIVE
The address of its registered office is 400 Pine Street, Abilene, Texas, USA 79601, and the name of its registered agent at such address is F. Scott Dueser.
ARTICLE SIX
The number of Directors constituting the current Board of Directors is eleven (11), and the names and addresses of the persons who are currently serving as Directors until the next annual meeting of the shareholders or until their successors are elected and qualified are:
|
Name |
Address |
|||
| April Anthony | 6688 N. Central Expressway, Ste. 1300, Dallas, TX 75206 | |||
| Steven L. Beal | 9400 County Road 258, Early, TX 76802 | |||
| Tucker S. Bridwell | P. O. Box 1616, Abilene, TX 79604 | |||
| David Copeland | 273 Walnut St., Abilene, TX 79601 | |||
| F. Scott Dueser | P. O. Box 701, Abilene, TX 79604 | |||
| Murray Edwards | 5423 FM 3217, Clyde, TX 79510 | |||
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ARTICLE SEVEN
The right of every shareholder to cumulatively vote shares is denied.
ARTICLE EIGHT
The preemptive rights of every shareholder to acquire unissued or treasury shares of the corporation is denied.
ARTICLE NINE
To the fullest extent not prohibited by applicable laws as presently or hereafter in effect, no person shall be liable to the corporation or its shareholders for monetary damages for or with respect to any acts or omissions in his or her capacity as a Director of the corporation, except liability for (i) a breach of a Director’s duty of loyalty to the corporation or its shareholders, (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (iii) a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director’s office, (iv) an act or omission for which the liability of a Director is expressly provided by statute, or (v) an act related to an unlawful stock repurchase or payment of a dividend.
Each person, his or her heirs, executors, personal representatives and estate, shall be indemnified by the corporation for all expenses incurred in connection with any action, suit, proceeding or claim to which he or she shall be named a party or otherwise be a participant by virtue of being or having been or agreeing to become (i) a Director, officer, employee or agent of the corporation and/or (ii) a Director, officer, employee or agent of any corporation or organization at the request of the corporation. Such indemnity shall be provided to the fullest extent not prohibited by applicable laws presently in effect or as may hereafter be amended. Indemnity shall include, but not be limited to the advancement of expenses and payment of all loss, liability and expenses. Provided, however, that no person shall be indemnified for amounts paid in settlement unless the terms and conditions of said settlement have been consented to by the corporation. Further, no indemnification of employees or agents of the corporation (other than Directors and officers) will be made without express authorization of the corporation’s Board of Directors.
The corporation may, upon the affirmative vote of the majority of its Board of Directors, purchase insurance for the purpose of securing the indemnification of its Directors, officers and other employees to the extent that such indemnification is allowed in this Article. Such insurance may, but need not, be for the benefit of all Directors, officers or
2
employees, and the purchase of any such insurance shall in no way limit the indemnification provisions of the preceding paragraph. Provided, however, that such insurance shall not include coverage for a formal order assessing civil money penalties against a Director or employee of the corporation arising out of an administrative proceeding or action by an appropriate bank regulatory agency.
No repeal of or amendment to this Article Nine shall have any effect with respect to the liability or alleged liability of any Director occurring prior to such amendment or to the acts or omissions or rights to indemnity of any person occurring prior to such repeal or amendment.
The term “Director” in this Article Nine shall include Advisory Directors and Directors Emeritus and Inside Directors serving in a post retirement capacity, as such terms are or may hereafter be defined in the Bylaws of the Company.
| FIRST FINANCIAL BANKSHARES, INC. | ||
| By: |
/s/ F. Scott Dueser |
|
| F. Scott Dueser, President | ||
Dated: April 28, 2015
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Exhibit 99.1
| For immediate release | For More Information: | |||
| F. Scott Dueser, Chairman, President & CEO | ||||
| 325.627.7155 |
FIRST FINANCIAL ANNOUNCES BOARD ELECTION AND
INCREASED DIVIDEND AT ANNUAL MEETING
ABILENE, Texas, April 28, 2015 – In connection with the 2015 Annual Shareholders’ Meeting, the Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN) today declared a $0.16 per share cash dividend for the second quarter, an increase of 14.29 percent over 2014, which will be paid to shareholders of record on June 15, 2015, with payment set for July 1, 2015.
At the Shareholders’ Meeting, shareholders elected April Anthony, CEO of Encompass Home Health and Hospice and Homecare Homebase based in Dallas, Texas, to the Company’s Board of Directors.
Shareholders also reelected ten existing members to the Board of Directors. The reelected directors are Steven L. Beal, former President and Chief Operations Officer of Concho Resources Inc., Brownwood; Tucker S. Bridwell, President of Mansfeldt Investment Corporation, Abilene; David Copeland, President, SIPCO, Inc., and Shelton Family Foundation, Abilene; F. Scott Dueser, Chairman, President and CEO of First Financial Bankshares, Abilene; Murray Edwards, Principal, The Edwards Group, Clyde; Ron Giddiens, investment and business consulting, San Angelo; Tim Lancaster, President and CEO of Hendrick Health System, Abilene; Kade Matthews, ranching and investments, Amarillo; Ross Smith, Jr., Chairman and President of Akrotex Inc., Orange; and Johnny E. Trotter, President and CEO, Livestock Investors, Ltd., Hereford.
“We are pleased to announce this significant increase in our quarterly cash dividend for our shareholders,” said F. Scott Dueser, Chairman, President and CEO. “We also welcome April Anthony to the Board of Directors. We are confident that her knowledge and business experience will greatly benefit our company.”
In other business, shareholders approved the advisory vote on compensation of named executive officers, ratified the Board’s selection of Ernst & Young LLP as the Company’s independent auditors, approved a restricted stock plan for key employees, officers, directors and consultants and approved an amendment to the amended and restated certificate of formation to increase the number of common shares authorized to 120,000,000.
About First Financial Bankshares
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that operates 12 banking regions with 62 locations in Texas including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Burleson, Cisco, Cleburne, Clyde, Decatur, Eastland, Fort Worth, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Mauriceville, Merkel, Midlothian, Mineral Wells, Moran,
New Waverly, Newton, Odessa, Orange, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Trent, Trophy Club, Vidor, Waxahachie, Weatherford and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with eight 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 .
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Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the Company’s management, as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such “forward-looking statements” are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company’s expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company’s Web site or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.