fcbc20260429_8k.htm
| 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): April 28, 2026 |
| FIRST COMMUNITY BANKSHARES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Virginia | 000-19297 | 55-0694814 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| P.O. Box 989 Bluefield, Virginia | 24605-0989 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (276) 326-9000 |
| 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: |
| ☐ | 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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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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) | FCBC | NASDAQ Global Select | ||
| 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.
On April 28, 2026, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of February 27, 2026, the record date, there were 19,075,028 issued and outstanding shares of Common Stock. A total of 12,220,051 shares of common stock were voted by proxy, and 157,996 shares of common stock were voted in person, representing 64.89% of the shares entitled to be voted. At the meeting, the Company’s shareholders: (i) elected the persons listed below under Proposal 1 to serve as directors of the Company for a term that will continue until the 2029 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; (iii) recommended under Proposal 3, the non-binding, advisory basis, the frequency of future shareholder advisory votes on the Corporation’s executive compensation program; (iv) under Proposal 4, to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
The following tables summarize voting results by the Company’s shareholders.
Proposal 1: To elect two (2) directors to serve as members of the Board of Directors Class of 2029.
| Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| Gary R. Mills | 9,514,305 | 236,148 | - | 2,627,593 | ||||||||||||
| M. Adam Sarver | 7,902,368 | 1,848,085 | - | 2,627,593 | ||||||||||||
Proposal 2: Non-binding, advisory vote on executive compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 9,446,382 | 247,931 | 56,140 | 2,627,593 | ||||||||||
Proposal 3:Non-binding, advisory basis, the frequency of future shareholder advisory votes on the Corporation’s executive compensation program.
| 1 Year | 2 Years | 3 Years | Abstentions | ||||||||||
| 8,612,739 | 10,080 | 970,211 | 157,423 | ||||||||||
Proposal 4: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 11,887,671 | 468,263 | 22,112 | |||||||||||
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 COMMUNITY BANKSHARES, INC. | ||||
| Date: | April 29, 2026 | By: | /s/ David D. Brown | |
| David D. Brown | ||||
| Chief Financial Officer | ||||