First Community Bankshares: voting amendment approved

Available on EDGAR 11/12/2026 - 11:11 AM EST Accepted by SEC EDGAR 11/12/2026 - 11:10 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

First Community Bankshares, Inc. (FCBC) amended its annual-meeting results to state that shareholders approved Proposal 4, an amendment changing voting requirements for certain corporate transactions and future amendments to the Articles of Incorporation. Because the board unanimously approved the amendment, it required a majority of votes entitled to be cast, rather than 75% or more of outstanding common shares. The reported vote counts were unchanged. Shareholders also approved the advisory executive-compensation proposal and ratified Crowe LLP as the independent registered public accounting firm for 2025.

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

Common shares outstanding: 18,326,672 shares Shares voted by proxy: 14,153,877 shares Proposal 4 votes for: 11,193,844 votes +2 more

5 metrics

Common shares outstanding 18,326,672 shares Issued and outstanding as of February 25, 2025

Shares voted by proxy 14,153,877 shares At the April 22, 2025 annual meeting; 77.22% of shares entitled to be voted

Proposal 4 votes for 11,193,844 votes Shareholder vote approving the Articles of Incorporation amendment

Proposal 4 votes against 101,454 votes Shareholder vote on the Articles of Incorporation amendment

Proposal 4 abstentions 15,657 votes Shareholder vote on the Articles of Incorporation amendment

Key Terms

Broker Non-Votes, votes entitled to be cast

2 terms

Broker Non-Votes technical

"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.

votes entitled to be cast technical

"affirmative vote of a majority of votes entitled to be cast"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Was FCBC Proposal 4 approved, and how many votes did it receive?

Yes. Proposal 4 was approved with 11,193,844 votes for and 101,454 against; there were 15,657 abstentions. The company said the proposal required a majority of votes entitled to be cast because the board unanimously approved the amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 8-K/A date of report 04-22-25 true 0000859070 0000859070 2025-04-22 2025-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 22, 2025

FIRST COMMUNITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia		000-19297		55-0694814
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

P.O. Box 989 Bluefield, Virginia				24605-0989
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (276) 326-9000

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($1.00 par value)		FCBC		NASDAQ Global Select
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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by First Community Bankshares, Inc. (the “Company”) with the Securities and Exchange Commission on April 24, 2025 (the “Original Report”), which reported the results of voting at the Company’s 2025 Annual Meeting of Shareholders held on April 22, 2025 (the “Annual Meeting”).

The Original Report correctly reported the numerical voting results for Proposal 4, an amendment to the Company’s Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and further amendments to the Company’s Articles of Incorporation, but incorrectly stated that the proposal had not been approved.  The Company applied the incorrect voting standard when reporting the results.  Because the Company’s Board of Directors unanimously approved the proposed amendment to the Company’s Articles of Incorporation, approval of Proposal 4 required the affirmative vote of a majority of votes entitled to be cast on the proposal instead of the affirmative vote of the holders of 75% or more of the outstanding shares of the Company’s common stock. Applying the correct standard to the voting results reported in the Original Report, Proposal 4 received the requisite shareholder vote and was approved at the Annual Meeting.

This Amendment corrects the description of the outcome of Proposal 4 and amends and restates Item 5.07 of the Original Report in its entirety. The numerical voting results previously reported remain unchanged. Except as expressly set forth herein, this Amendment does not amend, modify or update any other disclosure contained in the Original Report.

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

On April 22, 2025, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of February 25, 2025, there were 18,326,672 issued and outstanding shares of Common Stock. A total of 14,153,877 shares of common stock were voted by proxy, with no shares of stock voted in person, representing 77.22% of the shares entitled to be voted. At the meeting, the Company’s shareholders: (i) elected the persons listed below under Proposal 1 to serve as directors of the Company for a term that will continue until the 2028 annual meeting of shareholders; (ii) approved Proposal 2, the non-binding, advisory vote on executive compensation; (iii) ratified Proposal 3, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2025; and (iv) approved Proposal 4, an amendment to the Company’s Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and future amendments to the Company’s Articles of Incorporation.

The following tables summarize voting results by the Company’s shareholders.

Proposal 1: To elect three (3) directors to serve as members of the Board of Directors Class of 2028.

Nominee		Votes For				Votes Withheld				Abstentions				Broker Non-Votes
Samuel L. Elmore			9,230,187				2,080,768				-				2,842,922
Richard S. Johnson			10,851,661				459,294				-				2,842,922
Beth A. Taylor			11,173,241				137,714				-				2,842,922

Proposal 2: Non-binding, advisory vote on executive compensation.

Votes For			Votes Against				Abstentions				Broker Non-Votes
10,984,137				275,111				51,707				2,842,922

Proposal 3: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.

Votes For			Votes Against				Abstentions				Broker Non-Votes
13,638,130				487,294				28,453				-

Proposal 4: To approve an amendment to the Company’s Articles of Incorporation to change the voting requirements for approval of certain corporate transactions and future amendments to the Company’s Articles of Incorporation.

Votes For			Votes Against				Abstentions				Broker Non-Votes
11,193,844				101,454				15,657				2,842,922

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.

			FIRST COMMUNITY BANKSHARES, INC.
Date:	November 12, 2026		By:	/s/ David D. Brown
				David D. Brown
				Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB