---
schema_version: "secwatch.filing_event.v1"
accession: "0001649749-23-000153"
form_type: "8-K"
ticker: "FBK"
cik: "0001649749"
company_name: "FB Financial Corp"
filed_at: "2023-05-23T23:59:59+00:00"
generated_at: "2026-06-14T17:22:46.929719+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001649749-23-000153
- form_type: 8-K
- ticker: FBK
- cik: 0001649749
- company_name: FB Financial Corp
- filed_at: 2023-05-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/0001649749-23-000153-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/fbk-20230518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001649749-23-000153
- JSON: https://secwatch.observer/filing/0001649749-23-000153.json
- Plain text: https://secwatch.observer/filing/0001649749-23-000153.txt

## Key facts
- Shareholder Votes
  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
  source text: (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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/0001649749-23-000153-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/0001649749-23-000153-index.htm
- Shareholder Votes
  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
  source text: (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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/0001649749-23-000153-index.htm
- Shareholder Votes
  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
  source text: (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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1649749/000164974923000153/0001649749-23-000153-index.htm

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