First Guaranty Bancshares (FGBI) shareholders back board, pay and auditor at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Guaranty Bancshares, Inc. reported the results of its annual shareholder meeting held on May 21, 2026. Shareholders elected all seven director nominees, with support levels generally around or above nine million votes "for" each nominee and broker non-votes of 1,706,055 on each director item.
Investors also gave advisory approval to the company’s executive compensation program, with 9,958,082 votes "for," 61,804 "against," 25,667 "abstain," and 1,706,055 broker non-votes. In addition, shareholders ratified the appointment of EisnerAmper, LLP as the independent registered public accounting firm for the year ending December 31, 2026, by 11,671,383 votes "for," 40,368 "against," and 39,857 "abstain."
Positive
- None.
Negative
- None.
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 Vanessa R. Drew: 9,462,549 votes
Votes for Betsy K. Hood: 10,023,246 votes
Say-on-pay votes for: 9,958,082 votes
+4 more
7 metrics
Votes for Vanessa R. Drew
9,462,549 votes
Director election at 2026 annual meeting
Votes for Betsy K. Hood
10,023,246 votes
Director election at 2026 annual meeting
Say-on-pay votes for
9,958,082 votes
Advisory executive compensation proposal
Say-on-pay votes against
61,804 votes
Advisory executive compensation proposal
Auditor ratification votes for
11,671,383 votes
EisnerAmper, LLP for year ending Dec 31, 2026
Auditor ratification votes against
40,368 votes
EisnerAmper, LLP for year ending Dec 31, 2026
Broker non-votes on director items
1,706,055 votes
Each director election proposal
Key Terms
broker non-votes, advisory, non-binding vote, independent registered public accounting firm, executive compensation, +1 more
5 terms
broker non-votes financial
"with votes "for" and "withheld", as well as broker nonvotes, as follows"
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.
advisory, non-binding vote financial
"An advisory, non-binding vote with respect to our executive compensation"
independent registered public accounting firm financial
"Ratification of the appointment of EisnerAmper, LLP as independent registered public accounting firm"
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.
executive compensation financial
"vote with respect to our executive compensation as described in the Proxy Statement"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification Number) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report) | ||||||||
Check the appropriate box 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):
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(s) | Name of each exchange on which registered | ||||||||||||
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of First Guaranty Bancshares, Inc. held May 21, 2026, the following matters were voted upon:
a) Election of the following nominees as directors, with votes "for" and "withheld", as well as broker nonvotes, as follows:
| Director | Votes "For" | Votes "Withheld" | Broker Non-votes | |||||||||||||||||
| Vanessa R Drew | 9,462,549 | 583,004 | 1,706,055 | |||||||||||||||||
| Betsy K. Hood | 10,023,246 | 22,307 | 1,706,055 | |||||||||||||||||
| Bruce McAnally | 9,989,704 | 55,849 | 1,706,055 | |||||||||||||||||
| Marshall T. Reynolds | 9,314,681 | 730,872 | 1,706,055 | |||||||||||||||||
| Jack Rossi | 9,980,991 | 64,562 | 1,706,055 | |||||||||||||||||
| Edgar R. Smith, III | 9,637,668 | 407,885 | 1,706,055 | |||||||||||||||||
| Robert W. Walker | 9,983,166 | 62,387 | 1,706,055 | |||||||||||||||||
b) An advisory, non-binding vote with respect to our executive compensation as described in the Proxy Statement.
| Votes "For" | Votes "Against" | Votes "Abstain" | Broker Non-votes | |||||||||||||||||
| 9,958,082 | 61,804 | 25,667 | 1,706,055 | |||||||||||||||||
c) Ratification of the appointment of EisnerAmper, LLP as independent registered public accounting firm for the year ending December 31, 2026.
| Votes "For" | Votes "Against" | Votes "Abstain" | Broker Non-votes | |||||||||||||||||
| 11,671,383 | 40,368 | 39,857 | — | |||||||||||||||||
The shareholders elected all of the proposed directors and approved all the proposals.
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 GUARANTY BANCSHARES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: May 22, 2026 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||