Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 27, 2020, Southwest Georgia Financial Corporation ("SGB") held a Special Meeting of Shareholders (the "Special Meeting") for purposes of: (i) approval of the Agreement and Plan of Merger, dated December 18, 2019, by and between Southwest Georgia Financial Corporation and The First Bancshares, Inc. (the "Agreement and Plan of Merger") and the transactions contemplated thereby ("Merger Proposal"); (ii) approval, on an advisory (non-binding) basis, the compensation that SGB's named executive officers may receive in connection with the merger from SGB ("Compensation Proposal"); and (iii) approval of a proposal to authorize management, if necessary, to adjourn the Special Meeting to a later date to allow additional time to solicit votes needed to approve the Agreement and Plan of Merger ("Adjournment Proposal"). As of the close of business on February 12, 2020, the record date for the Special Meeting, 2,548,510 shares of common stock, par value, $1.00 per share, of SGB (the "Common Stock") were outstanding and entitled to vote. At the Special Meeting, 2,216,672, or approximately 87.0%, of the outstanding Common Stock entitled to vote were represented in person or by proxy. This constituted a quorum for all matters to be presented at the Special Meeting.

The results of the voting at the Special Meeting are as follows:





Proposal 1 - Merger Proposal

By the following vote, the shareholders did approve the Agreement and Plan of Merger and the transactions contemplated thereby:

Votes For Votes Against Abstentions Broker Non-Votes 1,872,169 327,087 17,416

            N/A

Proposal 2 - Compensation Proposal

By the following vote, the shareholders did approve, on an advisory (non-binding) basis, the compensation that that SGB's named executive officers may receive in connection with the merger from SGB:





Votes For   Votes Against   Abstentions   Broker Non-Votes
1,729,628      449,172        37,872            N/A

Proposal 3 - Adjournment Proposal

By the following vote, the shareholders did approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Merger Proposal:





Votes For   Votes Against   Abstentions   Broker Non-Votes
1,920,409      289,083         7,180            N/A


Item 8.01 Other Events.

On March 27, 2020, SGB issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






 (d) EXHIBITS




Exhibit
Number     Description
  99.1       Press Release dated March 27, 2020.

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