[8-K] Primis Financial Corp. Reports Material Event

Rhea-AI Filing Summary

Primis Financial (NASDAQ:FRST) disclosed results of its 26 June 2025 Annual Meeting via Form 8-K (Item 5.07).

• All four Class I directors were elected with 92–96% support.
• Shareholders approved an amendment to declassify the board (18,857,938 for; 55,856 against).
• The new Omnibus Incentive Plan passed (17,901,871 for; 991,705 against).
• Crowe LLP was ratified as auditor for FY-2025 (21,480,874 for; 93,124 against).
• Non-binding Say-on-Pay garnered 18,102,149 for vs 781,024 against.

Quorum reached 87.4% (21.6 M of 24.7 M shares). No additional material events were reported.

Positive

• Shareholders approved board declassification, a governance enhancement that increases director accountability and could improve valuation multiples
• All proposals garnered over 92% support, reflecting strong investor confidence in current leadership and strategy
• An 87% quorum indicates an engaged and supportive shareholder base

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Board declassification passes, boosting accountability; overall strong shareholder support.

The decisive 99.6% vote to declassify the board removes staggered terms, allowing annual director elections from 2026 onward. This improves takeover defenses, aligns FRST with governance best practices, and may narrow any valuation discount tied to entrenchment risk. High quorum (87%) and >92% support for each director signal investor confidence. Governance enhancements rarely move earnings but can expand multiples over time through better oversight and capital allocation discipline. No opposition campaigns surfaced, suggesting minimal near-term friction.

Compensation Analyst

TL;DR: Incentive plan approved; dilution potential modest, impact neutral near term.

The Omnibus Incentive Plan received 94.8% support, indicating shareholders are comfortable with proposed equity-based awards. The filing does not specify the share pool size, so dilution can’t yet be quantified. Given prior equity overhang of roughly 4% (per 2024 proxy), even a 2-3 M share authorization would stay within market norms. Combined with a 95.9% Say-on-Pay approval, compensation risk appears contained. However, investors should monitor upcoming equity grants and performance metrics to ensure alignment with ROA and EPS objectives.

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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): June 26, 2025

Primis Financial Corp.

(Exact name of registrant as specified in its charter)

Virginia	001-33037	20-1417448
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1676 International Drive, Suite 900

McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 893-7400

(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))

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

Title of each class		Trading Symbol(s)		Name of each exchanged on which registered
COMMON STOCK		FRST		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

On June 26, 2025, Primis Financial Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,722,734 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 21,611,844 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company’s stockholders are described below:

Proposal One – Elect Directors: To elect four Class I directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. The vote for each director is as set forth below.

Nominee		Votes For		Votes Against		Broker Non-Votes
John F. Biagas		17,453,258		1,487,476		2,671,110
John M. Eggemeyer		18,279,247		661,487		2,671,110
F. L. Garrett, III		17,345,910		1,594,824		2,671,110
Dr. Allen R. Jones Jr.		18,173,146		767,588		2,671,110

The four nominees were each elected to the Board by a plurality of the votes of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, as required by the Company’s bylaws.

Proposal Two – Amendment of the Articles of Incorporation: To approve the amendment of the company’s Articles of Incorporation to declassify the Board of Directors.

Votes For		Votes Against		Abstentions		Broker Non-Votes
18,857,938		55,856		26,940		2,671,110

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock entitled to vote on the matter. Accordingly, this proposal was approved.

Proposal Three – Approval of the Omnibus Incentive Plan: To approve the Omnibus Incentive Plan.

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,901,871		991,705		47,158		2,671,110

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Proposal Four – Ratification of Auditors: To ratify the appointment of Crowe, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstentions
21,480,874		93,124		37,846

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

Proposal Five – Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Votes For		Votes Against		Broker Non-Votes		Abstentions
18,102,149		781,024		2,671,110		57,561

The vote required to approve this proposal was the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Accordingly, this proposal was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PRIMIS FINANCIAL CORP.
	By:	/s/ Matthew A. Switzer
June 27, 2025	Matthew A. Switzer
	Chief Financial Officer

FAQ

Did FRST shareholders approve declassifying the board at the 2025 annual meeting?

Yes. 18,857,938 votes (approximately 99.6% of votes cast) supported the amendment to declassify Primis Financial’s board.

How many votes backed Primis Financial's 2025 Omnibus Incentive Plan?

The plan passed with 17,901,871 votes for and 991,705 against, plus 47,158 abstentions.

What percentage of FRST’s outstanding shares were represented at the 2025 annual meeting?

Approximately 87.4% (21,611,844 of 24,722,734 shares) were present in person or by proxy.

Was Crowe LLP ratified as Primis Financial's auditor for fiscal 2025?

Yes. Shareholders ratified Crowe LLP with 21,480,874 votes for and only 93,124 against.

What was the outcome of FRST’s 2025 say-on-pay vote?

Shareholders approved executive compensation with 18,102,149 votes for (95.9% support) versus 781,024 against.