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FB Financial (NYSE: FBK) holders OK pay and plans as charter change fails

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FB Financial Corporation held its annual shareholder meeting, where investors elected 13 directors to serve until the 2027 meeting. Shareholders approved the 2026 Incentive Plan, an amendment to the employee stock purchase plan, and supported executive compensation on a non-binding advisory basis. A proposal to amend the charter to eliminate supermajority voting standards received substantial support but did not meet the required approval of 80% of outstanding common shares. Shareholders also ratified Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

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Insights

Routine meeting confirms board slate; supermajority rules remain.

FB Financial Corporation shareholders re-elected the full 13-member board and endorsed key compensation-related items, including the 2026 Incentive Plan and executive pay on an advisory basis. This signals general support for current leadership and compensation structures.

The proposal to eliminate supermajority voting standards gained significant backing but fell short of the 80% of outstanding shares required, so existing high voting thresholds stay in place. Shareholders also ratified Crowe LLP as auditor for the year ending on December 31, 2026, maintaining continuity in external oversight.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Incentive Plan approval 35,996,763 votes for FB Financial Corporation 2026 Incentive Plan
Say-on-pay support 42,018,053 votes for Advisory vote on executive compensation
ESPP amendment approval 42,450,293 votes for Amendment to Employee Stock Purchase Plan
Supermajority change support 35,384,224 votes for Charter amendment to eliminate supermajority voting
Auditor ratification 46,249,513 votes for Ratification of Crowe LLP for FY ending Dec. 31, 2026
Director vote example 42,391,038 votes for Election of director J. Henry Smith IV
non-binding, advisory basis financial
"approved, on a non-binding, advisory basis, the compensation of the named executive officers"
supermajority voting standards regulatory
"amend the Company’s charter to eliminate the supermajority voting standards failed to obtain the requisite approval"
independent registered public accounting firm financial
"ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
2026 Incentive Plan financial
"shareholders approved the FB Financial Corporation 2026 Incentive Plan"
A 2026 incentive plan is a company’s formal program, often named for a year, that authorizes awards like stock options, restricted shares, and cash bonuses to employees and executives to motivate performance and retain talent. For investors it matters because the plan creates potential new shares or payouts that can dilute existing ownership and align management’s choices with company goals—think of it as a reward budget that affects both pay incentives and share value.
Employee Stock Purchase Plan financial
"Approval of the amendment to the FB Financial Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Understanding 8-K Material Events →
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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): May 21, 2026
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee 001-37875 62-1216058
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
1221 Broadway, Suite 1300
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)

(615) 564-1212
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)
Name of each exchange
on which registered

Common Stock, $1.00 par valueFBKNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

Emerging growth company ☐ 

If  an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of FB Financial Corporation (the “Company”) was held on May 21, 2026, At the annual meeting, the Company’s shareholders elected 13 directors to hold office for one year and until their successors are duly elected and qualified: J. Jonathan Ayers, William F. Carpenter III, Agenia W. Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, R. Milton Johnson, Raja J. Jubran, C. Wright Pinson, Emily J. Reynolds, J. Henry Smith IV, and Melody J. Sullivan. In addition, at the annual meeting, the shareholders approved the FB Financial Corporation 2026 Incentive Plan, an amendment to the employee stock purchase plan, and approved, on a non-binding, advisory basis, the compensation of the named executive officers. Further, the proposal to amend the Company’s charter to eliminate the supermajority voting standards failed to obtain the requisite approval of the holders of 80% of the outstanding shares of the Company’s common stock. Finally, the shareholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are set forth below.

(1) Election of 13 directors to serve until the 2027 annual meeting of shareholders and until their successors have been duly elected and qualified:
Nominee
Votes For
Votes Withheld
Abstain
Non Votes
J. Jonathan Ayers
41,870,376629,2234,3654,284,021
William F. Carpenter III
41,528,141688,509287,3134,284,021
Agenia W. Clark
42,363,238132,0008,7254,284,021
James V. Cross IV
41,681,254813,3649,3454,284,021
James L. Exum
41,359,3231,135,7108,9304,284,021
Christopher T. Holmes
41,865,501634,0974,3664,284,021
Orrin H. Ingram
41,508,158987,3048,5024,284,021
R. Milton Johnson
42,384,341110,6878,9354,284,021
Raja J. Jubran
42,251,306243,1549,5034,284,021
C. Wright Pinson
41,230,0901,264,9388,9354,284,021
Emily J. Reynolds
41,279,7381,215,1919,0354,284,021
J. Henry Smith IV
42,391,038104,3018,6244,284,021
Melody J. Sullivan
42,367,699127,6618,6034,284,021

(2) Approval of the FB Financial Corporation 2026 Incentive Plan:
Votes For
Votes Against
Abstain
Non Votes
35,996,7636,468,94938,2524,284,021

(3) Approval of the amendment to the FB Financial Employee Stock Purchase Plan:
Votes For
Votes Against
Abstain
Non Votes
42,450,29328,11625,5554,284,021

(4) Non-binding, advisory vote on the compensation of the Company’s named executive officers:
Votes For
Votes Against
Abstain
Non Votes
42,018,053446,20339,7084,284,021

(5) Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards:
Votes For
Votes Against
Abstain
Non Votes
35,384,22437,4457,082,2944,284,021

(6) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes For
Votes Against
Abstain
Non Votes
46,249,513480,40958,062
0



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.
FB FINANCIAL CORPORATION
By:/s/ Beth W Sims
Beth W. Sims
Date: May 22, 2026General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did FBK shareholders approve at the 2026 annual meeting?

FB Financial shareholders approved the 2026 Incentive Plan, changes to the employee stock purchase plan, and executive compensation on a non-binding advisory basis. They also ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026, confirming support for existing programs.

Were FBK’s directors re-elected at the FB Financial 2026 meeting?

Yes. Shareholders elected 13 directors, including Christopher T. Holmes and Orrin H. Ingram, to serve until the 2027 annual meeting. Vote totals for each nominee exceeded 41 million shares in favor, with varying withheld and non-vote amounts, indicating broad board support.

How did FBK shareholders vote on executive compensation in 2026?

Shareholders approved FB Financial’s named executive officer compensation on a non-binding advisory basis, with 42,018,053 votes for, 446,203 against, and 39,708 abstentions. There were 4,284,021 broker non-votes, suggesting overall shareholder alignment with the company’s pay practices for top executives.

Did FB Financial (FBK) eliminate its supermajority voting standards?

No. The proposal to amend the charter to eliminate supermajority voting standards received 35,384,224 votes for, 37,445 against, and 7,082,294 abstentions. It failed to achieve the required approval of 80% of outstanding common shares, so existing standards remain unchanged.

Who is FB Financial’s auditor for the year ending December 31, 2026?

Shareholders ratified Crowe LLP as FB Financial Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 46,249,513 votes for, 480,409 against, and 58,062 abstentions. This maintains continuity in the company’s external audit relationship.

What were the results for FB Financial’s 2026 Incentive Plan vote?

The FB Financial Corporation 2026 Incentive Plan was approved with 35,996,763 votes for, 6,468,949 against, and 38,252 abstentions, plus 4,284,021 non-votes. This authorization supports ongoing equity-based and incentive compensation programs for employees and executives under the new plan framework.

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