UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 3, 2020, the Board of Directors (the “Board”) of First Financial Bankshares, Inc., a Texas corporation (the “Corporation”), approved Amended and Restated Bylaws of the Corporation (the “Amended and Restated Bylaws”), effective April 3, 2020. The Amended and Restated Bylaws were adopted to amend Section 2.01, 2.04, 2.08(a) and 2.11 of Article II of the Corporation’s bylaws to expressly permit the Corporation to hold meetings of the Corporation’s shareholders solely by means of remote communication as the Board may determine in its discretion.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws is attached as Exhibit 3.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On April 3, 2020, the Corporation announced that it is changing the location of its 2020 Annual Meeting of Shareholders to be held on Tuesday, April 28, 2020 (the “Annual Meeting”). In light of public health concerns regarding the coronavirus (COVID-19), the Annual Meeting will be held solely by remote communication, in a virtual-only format. Further information regarding this change to the location of the Annual Meeting can be found in the proxy supplement filed by the Corporation with the Securities and Exchange Commission on April 3, 2020.
A copy of the press release announcing the location change is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following are exhibits to this Current Report on Form 8-K: |
| Exhibit |
Description of Exhibit | |||
| 3.1 |
Amended and Restated Bylaws of First Financial Bankshares, Inc. | |||
| 99.1 |
Press release of First Financial Bankshares, Inc., dated April 3, 2020 | |||
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Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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.
| FIRST FINANCIAL BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| DATE: April 3, 2020 |
By: |
/s/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| President and Chief Executive Officer | ||||||