THE FIRST BANCSHARES, INC. Item 5.07 Submission of Matters to a Vote of Security Holders
On
Proposal One - Election of Directors: To elect four Class I directors and one Class III director. The vote for each director is set forth below.
Nominee Class Votes For Votes Withheld Broker Non-Votes
Jonathan A. Levy III 22,816,236 65,713 3,444,357
The five nominees were each elected to the Company's Board of Directors by a plurality of the votes cast, as required by the Company's bylaws.
Proposal Two - Advisory (Non-Binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the 2022 compensation of the Company's named executive officers as disclosed in the Company's 2023 Proxy Statement.
Votes For Votes Against Abstentions Broker Non-Votes 22,179,525 605,262 97,162 3,444,357
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Proposal Three - Advisory (Non-Binding) Vote to Approve Frequency of Future Advisory Votes on Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.
One Year Two Years Three Years Abstentions Broker Non-Votes 21,298,672 47,120 1,431,557 104,600 3,444,357
The vote required to approve this proposal was a plurality of the votes cast. The frequency of one year received a plurality of the votes cast. Accordingly, this proposal was approved.
Proposal Four - Amend the Company's Amended and Restated Articles of Incorporation to Increase Authorized Shares: To approve and adopt an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of the Company's common stock.
Votes For Votes Against Abstentions Broker Non-Votes 24,584,493 1,694,053 47,760
0
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the Articles of Amendment to the Company's Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.
Proposal Five - Amend the Company's Amended and Restated Articles of Incorporation to Declassify Board: To approve and adopt an amendment to the Company's Amended and Restated Articles of Incorporation to remove the classified structure of the Company's Board of Directors.
Votes For Votes Against Abstentions Broker Non-Votes 22,792,158 27,298 62,493 3,444,357
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the Articles of Amendment to the Company's Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.
Proposal Six - Ratification of Independent Registered Public Accounting Firm: To
ratify the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 26,300,596 16,985 8,725
0
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
3.1 Articles of Amendment to the Amended and Restated Articles of
Incorporation of The First Bancshares, Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)© Edgar Online, source
