ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): 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)

(Registrant’s telephone number, including area code)

(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 Class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $1.00 par value

FBK

New 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. ☐

This Current Report on Form 8-K/A (Amendment No. 1) (this “Amendment”) is being filed by FB Financial Corporation (“FB Financial”) to amend the Current Report on Form 8-K filed by FB Financial on May 20, 2022 (the “Original Form 8-K”). The sole purpose of this Amendment is to provide FB Financial’s decision with respect to the frequency of future non-binding, advisory votes on the compensation paid to FB Financial named executive officers. This Amendment does not amend, modify, or supplement the Original Form 8-K in any other respect.

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

As previously reported in the Original Form 8-K, at the 2022 annual meeting of FB Financial shareholders held on May 19, 2022 (the “Annual Meeting”), FB Financial held a non-binding, advisory vote to determine the frequency of future non-binding, advisory votes on the compensation paid to FB Financial named executive officers. A majority of the shares voted on this proposal at the Annual Meeting were voted in favor of shareholders having a non-binding, advisory vote on named executive officer compensation every year (as opposed to every two years or every three years), which was consistent with the recommendation of FB Financial’s board of directors in the definitive proxy statement for the Annual Meeting (the “Proxy Statement”). In light of this shareholder vote and consistent with FB Financial’s recommendation in the Proxy Statement, FB Financial will hold a non-binding, advisory vote on named executive officer compensation annually until the next required vote on the frequency of future non-binding, advisory votes on named executive officer compensation, which is required to occur no less frequently than every six years.

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

(General Counsel and Corporate Secretary)

Date: October 31, 2022