Item 5.07 Submission of Matters to a Vote of Security Holders
On May 25, 2023, The First Bancshares, Inc. (the “Company”)
held its 2023 Annual Meeting of Shareholders. Of the 31,054,546 shares of common stock of the Company outstanding as of the record date
for the Annual Meeting, 26,326,306 shares were present at the meeting in person or by proxy. The final results of each of the proposals
voted on by the Company’s shareholders are described below:
Proposal
One – Election of Directors: To elect four Class I directors and one Class III director. The vote for each director
is set forth below.
Nominee |
Class |
Votes For |
Votes Withheld |
Broker Non-Votes |
Ted E. Parker |
I |
21,103,541 |
1,778,408 |
3,444,357 |
J. Douglas Seidenburg |
I |
21,915,942 |
966,007 |
3,444,357 |
Renee Moore |
I |
22,754,289 |
127,660 |
3,444,357 |
Valencia M. Williamson |
I |
22,801,216 |
80,733 |
3,444,357 |
Jonathan A. Levy |
III |
22,816,236 |
65,713 |
3,444,357 |
The five nominees were each elected to the Company’s Board of
Directors by a plurality of the votes cast, as required by the Company’s bylaws.
Proposal
Two – Advisory (Non-Binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to
approve, on a non-binding basis, the 2022 compensation of the Company’s named executive officers as disclosed in the Company’s
2023 Proxy Statement.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
22,179,525 |
605,262 |
97,162 |
3,444,357 |
The vote required to approve this proposal was the affirmative vote
of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Proposal
Three – Advisory (Non-Binding) Vote to Approve Frequency of Future Advisory Votes on Compensation of Named Executive Officers:
To hold an advisory vote to approve, on a non-binding basis, the frequency of future advisory votes on the compensation of the Company’s
named executive officers.
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
21,298,672 |
47,120 |
1,431,557 |
104,600 |
3,444,357 |
The vote required to approve this proposal was a plurality of the votes
cast. The frequency of one year received a plurality of the votes cast. Accordingly, this proposal was approved.
Proposal
Four – Amend the Company’s Amended and Restated Articles of Incorporation to Increase Authorized Shares: To
approve and adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized
shares of the Company’s common stock.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
24,584,493 |
1,694,053 |
47,760 |
0 |
The vote required to approve this proposal was the affirmative vote
of a majority of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the Articles of Amendment to the Company’s
Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.
Proposal
Five – Amend the Company’s Amended and Restated Articles of Incorporation to Declassify Board: To approve and
adopt an amendment to the Company’s Amended and Restated Articles of Incorporation to remove the classified structure of the Company’s
Board of Directors.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
22,792,158 |
27,298 |
62,493 |
3,444,357 |
The vote required to approve this proposal was the affirmative vote
of a majority of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the Articles of Amendment to the Company’s
Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.
Proposal
Six – Ratification of Independent Registered Public Accounting Firm: To ratify the appointment of FORVIS, LLP as
the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
26,300,596 |
16,985 |
8,725 |
0 |
The vote required to approve this proposal was the affirmative vote
of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.