fbk-20220519
false000164974900016497492022-05-192022-05-19


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): May 20, 2022 (May 19, 2022)

FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee 001-37875 62-1216058
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(Address of principal executive offices) (Zip Code)

(615) 564-1212
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)
Name of each exchange
on which registered

Common Stock, $1.00 par valueFBKNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

Emerging growth company ☐ 

If  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 


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

The annual meeting of shareholders of FB Financial Corporation (the “Company”) was held on May 19, 2022. At the annual meeting, the Company’s shareholders elected 13 directors to hold office for one year and until their successors are duly elected and qualified: Jimmy E. Allen, J. Jonathan Ayers, William F. Carpenter III, Agenia W. Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, Raja J. Jubran, Stuart C. McWhorter, C. Wright Pinson, Emily J. Reynolds, and Melody J. Sullivan. In addition, at the annual meeting, the shareholders approved in an advisory, non-binding vote, the compensation of the Company’s named executive officers, approved 1 year for the frequency of future advisory, non-binding votes on the compensation paid to the Company’s named executive officers, and approved the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal to amend the Company’s charter to eliminate the supermajority voting requirements failed to receive the required approval of the holders of 80% of the outstanding shares of the Company’s common stock. The final voting results are set forth below.

(1) Election of 13 directors to serve until the 2023 annual meeting of shareholders and until their successors have been duly elected and qualified:

Nominee
Votes For
Votes Withheld
Non Votes
Jimmy E. Allen40,059,072358,1203,649,240
J. Jonathan Ayers40,281,294135,8983,649,240
William F. Carpenter III40,075,678341,5143,649,240
Agenia W. Clark40,348,53668,6563,649,240
James V. Cross IV40,348,15969,0333,649,240
James L. Exum39,421,453995,7393,649,240
Christopher T. Holmes40,281,180136,0123,649,240
Orrin H. Ingram39,461,594955,5983,649,240
Raja J. Jubran40,092,605324,5873,649,240
Stuart C. McWhorter40,342,31374,8793,649,240
C. Wright Pinson40,367,32249,8703,649,240
Emily J. Reynolds40,022,243394,9493,649,240
Melody J. Sullivan40,094,594322,5973,649,240

(2) Non-binding, advisory vote on the compensation of the Company’s named executive officers.

Votes For
Votes Against
Abstain
Non Votes
40,002,482378,41536,2953,649,240

(3) Non-binding, advisory vote to determine the frequency of future non-binding, advisory votes on the compensation paid to the Company’s named executive officers.

1 Year
2 Years
3 Years
Abstain
Non Votes
38,856,67016,4361,508,60235,4843,649,240
(4) Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards:

Votes For
Votes Against
Abstain
Non Votes
29,712,39637,31410,667,4833,649,240





(4) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
Votes For
Votes Against
Abstain
Non Votes
44,019,42837,1569,848
0



























































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.

FB FINANCIAL CORPORATION
By:/s/ Beth W Sims
Beth W. Sims
Date: May 20, 2022General Counsel and Corporate Secretary