First Bancorp (FBNC) investors approve directors, auditors and Say-on-Pay

Rhea-AI Filing Summary

First Bancorp reported the results of its annual shareholder meeting held on April 28, 2026. Shareholders elected 11 directors to serve until the 2027 annual meeting, with each nominee receiving over 27 million votes in favor.

Shareholders also ratified Crowe, LLP as independent auditors for 2026, with 36,633,992 votes for and minimal opposition. In addition, they approved, on a non-binding advisory basis, the company’s executive compensation (“Say-on-Pay”), with 30,515,764 votes for, 1,390,398 against, and 45,780 abstentions, alongside 4,747,248 broker non-votes.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for auditor ratification: 36,633,992 votes Say-on-Pay votes for: 30,515,764 votes Say-on-Pay votes against: 1,390,398 votes +3 more

6 metrics

Votes for auditor ratification 36,633,992 votes Ratification of Crowe, LLP as 2026 independent auditors

Say-on-Pay votes for 30,515,764 votes Non-binding approval of executive compensation

Say-on-Pay votes against 1,390,398 votes Non-binding approval of executive compensation

Say-on-Pay broker non-votes 4,747,248 votes Broker non-votes on Say-on-Pay proposal

Lowest director support ‘For’ 27,275,394 votes Votes for James C. Crawford, III

Highest director support ‘For’ 31,642,720 votes Votes for Michael G. Mayer

Key Terms

Say-on-Pay, broker non-votes, non-binding advisory basis

3 terms

Say-on-Pay financial

"approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Shares Voted "For" | Shares Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

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): April 28, 2026

First Bancorp

(Exact Name of Registrant as Specified in its Charter)

North Carolina

0-15572

56-1421916

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification Number)

300 SW Broad Street,

Southern Pines,

NC

28387

(Address of Principal Executive Offices)

(Zip Code)

(910) 246-2500

____________________

(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: 

☐ 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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class            Trading symbol            Name of each exchange on which registered:

Common Stock, No Par Value        FBNC                The Nasdaq Global Select Market

1

First Bancorp

INDEX

 

			Page
Item 5.07 - Submission of Matters to a Vote of Security Holders			3
Signatures			4

2

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

On April 28, 2026, First Bancorp (the “Company”) held its annual meeting of shareholders. At the meeting, the Company’s shareholders: (i) elected each of the 11 persons listed below under Proposal 1 to serve as a director of the Company until the 2027 annual meeting; (ii) ratified the appointment of Crowe, LLP as the independent auditors of the Company for 2026; and (iii) approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”).

The following table shows the results of the voting at the annual meeting.

Proposal 1: To elect 11 nominees to the Board of Directors to serve until the 2027 annual meeting of shareholders, or until their successors are elected and qualified
Name of Nominee												Shares Voted "For"						Shares Withheld						Broker Non-Votes
James C. Crawford, III												27,275,394						4,676,548						4,747,248
Gregory A. Currie, Jr.												31,340,267						611,675						4,747,248
Suzanne S. DeFerie												31,166,060						785,882						4,747,248
Abby J. Donnelly												31,558,857						393,085						4,747,248
Michael G. Mayer												31,642,720						309,222						4,747,248
John W. McCauley												31,426,344						525,598						4,747,248
Carlie C. McLamb, Jr.												31,409,969						541,973						4,747,248
Richard H. Moore												31,479,614						472,328						4,747,248
Dexter V. Perry												31,427,675						524,267						4,747,248
O. Temple Sloan, III												31,352,348						599,594						4,747,248
Frederick L. Taylor, II												31,345,910						606,032						4,747,248
Proposal 2: To ratify the appointment of Crowe, LLP as the independent auditors of the Company for 2026.
												Shares Voted "For"						Shares Voted "Against"						Shares Abstained
												36,633,992						2,200						62,998
Proposal 3: To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”).
						Shares Voted "For"						Shares Voted "Against"						Shares Abstained						Broker Non-Votes
						30,515,764						1,390,398						45,780						4,747,248

3

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 thereunto duly authorized.

First Bancorp

April 29, 2026

By:

/s/ Richard H. Moore

Richard H. Moore

Chief Executive Officer

4

FAQ

What did First Bancorp (FBNC) shareholders decide at the 2026 annual meeting?

Shareholders elected 11 directors, ratified Crowe, LLP as 2026 independent auditors, and approved First Bancorp’s Say-on-Pay proposal on a non-binding advisory basis, confirming support for current board members, external auditors, and executive compensation practices.

How did First Bancorp (FBNC) shareholders vote on director elections in 2026?

All 11 director nominees were elected to serve until the 2027 annual meeting. Each nominee received more than 27 million votes in favor, with additional broker non-votes recorded, indicating broad shareholder support for the existing board slate.

Was Crowe, LLP reappointed as First Bancorp (FBNC) auditor for 2026?

Yes, shareholders ratified Crowe, LLP as First Bancorp’s independent auditors for 2026, with 36,633,992 votes for, 2,200 against, and 62,998 abstentions. This strong approval supports continuity in the company’s external audit relationship.

Did First Bancorp (FBNC) shareholders approve the 2026 Say-on-Pay proposal?

Yes, shareholders approved the non-binding Say-on-Pay proposal, with 30,515,764 votes for, 1,390,398 against, 45,780 abstentions, and 4,747,248 broker non-votes. This advisory vote reflects majority support for executive compensation programs.

How many broker non-votes were recorded at First Bancorp’s 2026 meeting?

The meeting recorded 4,747,248 broker non-votes on both the director elections and the Say-on-Pay proposal. Broker non-votes occur when brokers lack discretionary authority to vote certain shares on non-routine matters without specific shareholder instructions.

Who signed the First Bancorp (FBNC) report summarizing the 2026 shareholder vote?

Chief Executive Officer Richard H. Moore signed the report on behalf of First Bancorp. His signature formally confirms that the company has accurately reported the shareholder voting results under applicable securities regulations.

Filing Exhibits & Attachments

3 documents

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