Primis Financial Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2023 Annual Meeting of Stockholders held by Primis Financial Corp. on May 25, 2023. The filing details the voting outcomes for four proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Of the 24,685,824 shares outstanding, 22,213,723 shares were present at the meeting. The following proposals were voted upon:
- Proposal One (Election of Directors): Three Class II directors were elected to serve until the 2026 Annual Meeting.
- W. Rand Cook: 14,939,775 votes for; 4,518,885 votes against.
- Eric A. Johnson: 16,246,472 votes for; 3,212,188 votes against.
- Dennis J. Zember, Jr.: 18,620,884 votes for; 837,776 votes against.
- Proposal Two (Ratification of Auditors): The appointment of Forvis, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved with 22,038,691 votes for and 134,456 votes against.
- Proposal Three (Say-on-Pay): The advisory vote to approve executive compensation was approved with 18,462,254 votes for and 763,956 votes against.
- Proposal Four (Frequency of Say-on-Pay): Shareholders voted to hold future advisory votes on executive compensation annually. The Board determined that future votes will occur every year based on the results (18,070,513 votes for 1 year).
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on future performance, specific risks, or contingencies. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Verify the total number of shares outstanding and the percentage of shares represented at the meeting (approx. 90%).
- Confirm the tenure of the newly elected directors (Class II) until the 2026 Annual Meeting.
- Note the significant number of votes against W. Rand Cook (4.5 million) compared to the other nominees.
- Confirm the appointment of Forvis, LLP as the independent auditor for the 2023 fiscal year.
- Verify the Board's decision to conduct annual Say-on-Pay votes moving forward.