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2025-06-26
2025-06-26
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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) |
| |
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| ¨ |
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)) |
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| ¨ |
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.
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PRIMIS FINANCIAL CORP. |
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By: |
/s/ Matthew A. Switzer |
| June 27, 2025 |
Matthew A. Switzer |
| |
Chief Financial Officer |
