Primis Financial Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report covers events occurring on May 21, 2026, the date of Primis Financial Corp.'s (NASDAQ: FRST) 2026 Annual Meeting of Stockholders. The filing details changes to the Board of Directors and the results of shareholder votes.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Governance Updates
- Director Departures: Robert Y. Clagett and Charles A. Kabbash did not stand for re-election. Their terms on the Board of Directors and Primis Bank ended effective May 21, 2026. The departures were not due to any disagreement with the Company.
- New Director Appointments: Scott R. Gamble and J. Brock Saunders were elected to the Board.
- Scott R. Gamble: Principal at Patriot Financial Partners with over 38 years of banking experience. Appointed to the Audit and Asset-Liability Management Committees.
- J. Brock Saunders: Managing Partner at Mattock Capital with extensive capital markets and investment experience. Appointed to the Compensation and Asset-Liability Management Committees.
- Independence: The Board determined both new directors are independent under NASDAQ listing rules.
Annual Meeting Voting Results
Of 24,772,072 shares outstanding, 20,196,020 shares were present or represented by proxy.
- Proposal One (Election of Directors): All ten nominees were elected.
- Scott R. Gamble received 16,944,446 votes for and 710,736 against.
- J. Brock Saunders received 16,960,521 votes for and 694,661 against.
- Incumbent directors received varying levels of support, with "Votes Against" ranging from approximately 664,000 to 2.8 million.
- Proposal Two (Ratification of Auditors): Ratification of Crowe, LLP was approved with 20,170,536 votes for and 20,717 against.
- Proposal Three (Say-on-Pay): The advisory vote to approve executive compensation was approved with 15,714,681 votes for and 1,910,497 against.
Outlook, Risks, and Contingencies
The filing does not provide specific guidance, outlook, or new risk factors. It confirms that there are no arrangements or understandings regarding the appointment of the new directors that require disclosure under Item 404(a) of Regulation S-K. Compensation for the new directors will be consistent with existing Board members.
Key Facts for Investor Verification
- Verify the specific committee assignments and potential conflicts of interest for new directors Scott R. Gamble and J. Brock Saunders in future filings.
- Review the "Votes Against" tallies for incumbent directors to assess shareholder sentiment regarding current governance.
- Confirm the impact of the Board composition changes on the Company's strategic direction in upcoming quarterly reports.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.