---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-024399"
form_type: "8-K"
ticker: "FRST"
cik: "0001325670"
company_name: "Primis Financial Corp."
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T12:37:06.653415+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Primis Financial Corp. 2023 annual meeting results: all four proposals approved by shareholders

## Summary
- Elected three Class II directors: W. Rand Cook (14.9M for, 4.5M against), Eric A. Johnson (16.2M for, 3.2M against), Dennis J. Zember Jr. (18.6M for, 0.8M against).
- Ratified Forvis LLP as auditor for FY 2023: 22.0M for, 134k against, 40k abstentions.
- Advisory say-on-pay approved: 18.5M for, 764k against, 232k abstentions.
- Advisory vote on frequency: 1-year option received 18.1M votes; Board adopted annual say-on-pay going forward.

## SEC filing metadata
- accession: 0000950170-23-024399
- form_type: 8-K
- ticker: FRST
- cik: 0001325670
- company_name: Primis Financial Corp.
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/0000950170-23-024399-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/frst-20230525.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-024399
- JSON: https://secwatch.observer/filing/0000950170-23-024399.json
- Plain text: https://secwatch.observer/filing/0000950170-23-024399.txt

## Key facts
- Shareholder Votes
  Primis Financial Corp. shareholders approved Ratification of Forvis, LLP as independent auditor at the 2023-05-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-25
  source text: Proposal Two – Ratification of Auditors : To ratify the appointment of Forvis, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes For Votes Against Abstentions 22,038,691 134,456 40,576
  evidence_url: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/0000950170-23-024399-index.htm
- Shareholder Votes
  Primis Financial Corp. shareholders approved Advisory vote on frequency of say-on-pay votes at the 2023-05-25 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-25
  source text: Proposal Four – Advisory (Non-binding) Vote on Frequency of Say-On-Pay Vote : To hold an advisory vote, on a non-binding basis, on the frequency of holding future advisory votes regarding compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 18,070,513 58,806 1,158,231 171,110 2,755,063
  evidence_url: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/0000950170-23-024399-index.htm
- Shareholder Votes
  Primis Financial Corp. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-05-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-25
  source text: Proposal Three – Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers : To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. Votes For Votes Against Broker Non-Votes Abstentions 18,462,254 763,956 2,755,063 232,451
  evidence_url: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/0000950170-23-024399-index.htm
- Shareholder Votes
  Primis Financial Corp. shareholders approved Election of three Class II directors at the 2023-05-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-25
  source text: Proposal One – Elect Directors : To elect three Class II directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for each director is as set forth below. Nominee Votes For Votes Against Broker Non-Votes W. Rand Cook 14,939,775 4,518,885 2,755,063
  evidence_url: https://www.sec.gov/Archives/edgar/data/1325670/000095017023024399/0000950170-23-024399-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.