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Shareholders of First Mid (NASDAQ: FMBH) back directors and pay

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

Rhea-AI Filing Summary

First Mid Bancshares, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held on April 29, 2026. Stockholders present in person or by proxy represented 18,743,640 shares of common stock, or approximately 70.4% of eligible votes, satisfying quorum requirements.

Four directors were elected to three-year terms. J. Kyle McCurry received 17,277,089 votes for and 1,466,551 votes withheld, Alex J. Melvin received 17,126,515 for and 1,617,125 withheld, Paul L. Palmby received 17,902,690 for and 840,950 withheld, and Mary J. Westerhold received 16,690,195 for and 2,053,445 withheld.

On the advisory vote regarding executive compensation, stockholders cast 18,015,590 votes for the resolution, 497,646 votes against, and 230,404 abstentions, with no broker non-votes reported.

Positive

  • None.

Negative

  • None.
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.
Shares represented 18,743,640 shares Common stock present or by proxy at 2026 Annual Meeting
Participation rate 70.4% of eligible votes Shares represented relative to total votes eligible to be cast
Votes for Paul L. Palmby 17,902,690 votes for Director election at 2026 Annual Meeting
Votes for Mary J. Westerhold 16,690,195 votes for Director election at 2026 Annual Meeting
Say-on-pay votes for 18,015,590 votes for Advisory vote on executive compensation
Say-on-pay votes against 497,646 votes against Advisory vote on executive compensation
Say-on-pay abstentions 230,404 abstentions Advisory vote on executive compensation
broker non-votes financial
"Votes For | Votes Withheld | Broker Non- Votes J. Kyle McCurry"
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 vote financial
"Proposal 2: Advisory Vote on Executive Compensation."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
proxy financial
"there were present in person and by proxy holders 18,743,640 shares"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
quorum financial
"constituting a majority and more than a quorum of the outstanding shares"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b)"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
false 0000700565 0000700565 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 1, 2026

 

FIRST MID BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware 0-13368 37-1103704
(State of Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

1421 CHARLESTON AVENUE  
MATTOON, IL 61938
(Address of Principal Executive Offices) (Zip Code)

 

(217) 234-7454
(Registrant’s Telephone Number, including Area Code)

 

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 (17CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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(s) Name of each exchange on which registered
Common Stock FMBH NASDAQ Global Market

 

 

 

 

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

 

The 2026 Annual Meeting of Stockholders of the Company was held on April 29, 2026. At the Annual Meeting, there were present in person and by proxy holders 18,743,640 shares of Common Stock of the Company, representing approximately 70.4% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote.

 

The matters considered and voted on by the Company's stockholders at the Annual Meeting and the vote of the stockholders was as follows:

 

Proposal 1: Election of Directors. Four directors were elected at the Annual Meeting, each for a three year term. The results of voting at the Annual Meeting were as follows:

 

  Votes For Votes Withheld Broker Non-Votes
J. Kyle McCurry 17,277,089 1,466,551
Alex J. Melvin 17,126,515 1,617,125
Paul L. Palmby 17,902,690 840,950
Mary J. Westerhold 16,690,195 2,053,445

 

Proposal 2: Advisory Vote on Executive Compensation. With respect to the advisory vote to approve the compensation of the Company's named executive officers described in the Company's proxy statement, the number of votes cast for and against, as well as the number of broker non-votes and abstentions, were as follows:

 

 

Votes For Votes Against Broker Non-Votes Abstentions
18,015,590 497,646 230,404

 

 

SIGNATURE

 

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 MID BANCSHARES, INC.
Dated: May 1, 2026  
  By:       /s/ Joseph R. Dively
  Joseph R. Dively
  Chairman and Chief Executive Officer

 

 

 

FAQ

What did First Mid Bancshares (FMBH) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four directors to three-year terms and on an advisory resolution about executive compensation. All four director nominees received strong support, and the say-on-pay proposal received substantially more votes for than against, with a modest number of abstentions.

How many First Mid Bancshares (FMBH) shares were represented at the 2026 annual meeting?

A total of 18,743,640 shares of common stock were represented in person or by proxy. This represented approximately 70.4% of the total votes eligible to be cast, meaning a majority of outstanding shares were present and more than a quorum was achieved for conducting business.

How did First Mid Bancshares (FMBH) shareholders vote on director J. Kyle McCurry?

J. Kyle McCurry received 17,277,089 votes for election and 1,466,551 votes withheld. These results indicate strong shareholder support for his three-year term on the board, with no broker non-votes recorded for this proposal in the disclosed voting totals.

What were the say-on-pay results for First Mid Bancshares (FMBH) executives?

For the advisory vote on executive compensation, 18,015,590 votes were cast in favor and 497,646 votes against, with 230,404 abstentions. No broker non-votes were reported, indicating most represented shares participated in expressing a view on the company’s compensation practices.

Which First Mid Bancshares (FMBH) director nominee received the highest number of votes for election?

Among the four nominees, Paul L. Palmby received the highest number of votes for election, with 17,902,690 votes for and 840,950 votes withheld. This result reflects the strongest numerical support in favor among the director candidates listed in the voting results.

Did First Mid Bancshares (FMBH) achieve a quorum at its 2026 annual meeting?

Yes, the meeting achieved a quorum. Stockholders representing 18,743,640 shares of common stock were present, equal to about 70.4% of total eligible votes. This exceeded the majority threshold required for a valid meeting and allowed the company to conduct official business.

Filing Exhibits & Attachments

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