FB Financial shareholders re-elect 11 directors, advisory say-on-pay passes; supermajority charter amendment fails

FB Financial Corp

All 11 director nominees elected with over 90% votes cast; James L. Exum received lowest support at 92.7%.
Non-binding advisory vote on named executive officer compensation approved with 39.8M for vs 0.5M against.
Proposal to eliminate charter supermajority voting standards failed; 29.5M for (needed 80% of outstanding shares, or ~35.8M).
Ratification of Crowe LLP as independent auditor for FY2023 approved with 43.9M votes for, 40K against.
Approximately 3.6M broker non-votes on director elections and compensation proposals.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

FB Financial Corp shareholders rejected Approval of amendments to the Company's amended and restated charter to eliminate supermajority voting standards at the 2023-05-18 meeting.

Proposal: charter amendment
Outcome: failed
Meeting: 2023-05-18

Exact text from the filing

(3) Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards: Votes For Votes Against Abstain Non Votes 29,545,131 99,248 10,723,877 3,618,018

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

FB Financial Corp shareholders approved Election of 11 directors to serve until the 2024 annual meeting of shareholders and until their successors have been duly elected and qualified at the 2023-05-18 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-05-18

Exact text from the filing

The annual meeting of shareholders of FB Financial Corporation (the “ Company ”) was held on May 18, 2023. At the annual meeting, the Company’s shareholders elected 11 directors to hold office for one year and until their successors are duly elected and qualified: J. Jonathan Ayers, William F. Carpenter III, Agenia Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, Raja J. Jubran, C. Wright Pinson, Emily J. Reynolds, and Melody J. Sullivan.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

FB Financial Corp shareholders approved Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-18 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-18

Exact text from the filing

(4) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes For Votes Against Abstain Non Votes 43,943,739 39,952 2,584 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

FB Financial Corp shareholders approved Non-binding, advisory vote on the compensation of the Company's named executive officers at the 2023-05-18 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2023-05-18

Exact text from the filing

(2) Non-binding, advisory vote on the compensation of the Company’s named executive officers: Votes For Votes Against Abstain Non Votes 39,806,225 539,359 22,672 3,618,018

View on SEC.gov

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FB Financial Corp filing history →

Source: SEC EDGAR

accession 0001649749-23-000153

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