Form 8-K

 

 

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 24, 2013

 

 

FIRST FINANCIAL BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Texas   0-7674   75-0944023

(State or other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

400 Pine Street, Abilene, Texas 79601

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number (325) 627-7155

 

 

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 203.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c))

 

 

 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) On April 23, 2013, the annual meeting of shareholders of the Company was held in Abilene, Texas.

 

  (b) The following is a summary of the matters voted on at the annual meeting:

 

  (1) The following directors were elected at the annual meeting to hold office until the 2014 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:

 

Director

   Votes
For
     Votes
Withheld
 

Steven L. Beal

     21,734,251         147,375   

Tucker S. Bridwell

     21,720,297         161,329   

Joseph E. Canon

     21,788,072         93,554   

David Copeland

     21,700,035         181,591   

F. Scott Dueser

     21,797,282         84,344   

Murray Edwards

     21,737,501         144,125   

Ron Giddiens

     21,819,582         62,044   

Tim Lancaster

     21,818,007         63,619   

Kade L. Matthews

     21,788,830         92,796   

Johnny E. Trotter

     21,670,344         211,282   

There were 5,457,982 broker non-votes.

 

  (2) The shareholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2013 by a vote of 26,794,366 for, 514,715 against and 30,527 abstained. There were no broker non-votes.


  (3) The shareholders approved the following resolution:

“RESOLVED, that the shareholders of First Financial Bankshares, Inc. hereby approve on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholder, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 21,553,089 for, 167,579 against and 160,958 abstained. There were 5,457,982 broker non-votes.

ITEM 7.01 REGULATION FD DISCLOSURE

Attached as exhibit 99.1 to this Form 8-K is the press release dated April 23, 2013 announcing the results of the Annual Meeting of Shareholders of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits

 

Exhibit
No.

  

Exhibit

99.1    Press Release dated April 23, 2013


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 24, 2013     By:  

/S/ F. Scott Dueser

      F. SCOTT DUESER
      President and Chief Executive Officer