ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On April 25, 2023, 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 2024 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:
|
|
|
|
|
|
|
|
|
Director |
|
Votes For |
|
|
Votes Withheld |
|
April K. Anthony |
|
|
104,653,672 |
|
|
|
461,702 |
|
Vianei Lopez Braun |
|
|
104,421,606 |
|
|
|
693,768 |
|
David L. Copeland |
|
|
102,725,931 |
|
|
|
2,389,443 |
|
Michael B. Denny |
|
|
104,700,049 |
|
|
|
415,325 |
|
F. Scott Dueser |
|
|
102,628,183 |
|
|
|
2,487,191 |
|
Murray H. Edwards |
|
|
93,631,241 |
|
|
|
11,484,133 |
|
Eli Jones, Ph.D. |
|
|
102,795,749 |
|
|
|
2,319,625 |
|
I. Tim Lancaster |
|
|
103,101,695 |
|
|
|
2,013,679 |
|
Kade L. Matthews |
|
|
103,910,081 |
|
|
|
1,205,293 |
|
Robert C. Nickles |
|
|
103,876,159 |
|
|
|
1,239,215 |
|
Johnny E. Trotter |
|
|
103,247,900 |
|
|
|
1,867,474 |
|
There were 21,287,899 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, 2023 by a vote of 124,163,558 for, 2,100,540 against and 139,175 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 in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”
by a vote of 102,363,654 for, 1,996,698 against and 755,022 abstained. There were 21,287,899 broker non-votes.
(4) The shareholders approved the following resolution:
“RESOLVED, that the option of once every year, two years or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory vote of the shareholders on the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis compensation tables and narrative discussion,” with the following voting results: 102,034,917 every year, 186,840 every two years, 2,313,208 every three years, and 580,409 abstained. There were 21,287,899 broker non-votes.
Consistent with the Board of Director’s recommendation set forth in the Company’s definitive proxy statement for the 2023 annual meeting of shareholders and in light of the above voting results, the Board of Directors determined to hold an annual shareholder advisory vote to approve the compensation of the Company’s named executive officers, commencing with its 2024 annual meeting of shareholders, and continuing thereafter until such time that the frequency vote is next presented to shareholders or until the Board of Directors determines that a different frequency is in the best interest of the Company and its shareholders.