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EX-3.1 - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF FORMATION - FIRST FINANCIAL BANKSHARES INCd340233dex31.htm
EX-99.1 - PRESS RELEASE - FIRST FINANCIAL BANKSHARES INCd340233dex991.htm

 

 

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): April 24, 2012

 

 

FIRST FINANCIAL BANKSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Texas   0-7674   75-0944023

(State or other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

400 Pine Street, Abilene, Texas 79601

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number (325) 627-7155

 

 

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 203.425)

 

¨ 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 240.13 e-4 (c))

 

 

 


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On April 24, 2012, at the annual meeting of shareholders, the shareholders of First Financial Bankshares, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Formation (the “Certificate”) to increase the number of common shares authorized to 80,000,000. Also on April 24, 2012, the amendments to, and the Certificate, were filed with the Secretary of the State of Texas. For a more detailed description of the amendment to the Certificate, please refer to the Company’s 2012 proxy statement filed with the Securities and Exchange Commission on March 1, 2012. The foregoing description of the amendment to the Certificate is qualified in its entirety by the full text of the Certificate as amended which is attached herein as Exhibit 3.1 and incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) On April 24, 2012, the annual meeting of shareholders of the Company was held in Abilene, Texas.

 

  (b) The following is a summary of the matters voted on at the annual meeting:

 

  (1) The following directors were elected at the annual meeting to hold office until the 2013 annual meeting of shareholders, and the respective number of votes cast for and withheld are as follows:

 

Director

   Votes
For
     Votes
Withheld
 

Steven L. Beal

     21,615,626         127,041   

Tucker S. Bridwell

     21,706,234         36,433   

Joseph E. Canon

     21,585,245         157,422   

David Copeland

     21,676,344         66,323   

F. Scott Dueser

     21,600,067         142,600   

Murray Edwards

     21,703,696         38,971   

Ron Giddiens

     21,687,275         55,392   

Kade L. Matthews

     21,586,198         156,469   

Johnny E. Trotter

     21,616,772         125,895   

There were 5,494,875 broker non-votes.

 

  (2) The shareholders voted to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2012 by a vote of 26,774,312 for, 427,331 against and 35,899 abstained. There were no broker non-votes.


  (3) The shareholders approved the following resolution:

“RESOLVED, that the shareholders of First Financial Bankshares, Inc. hereby approve on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K to the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholder, including the Compensation Discussion and Analysis compensation tables and narrative discussion,”

by a vote of 21,364,836 for, 230,075 against and 147,753 abstained. There were 5,494,878 broker non-votes.

 

  (4) The shareholders approved the adoption of the 2012 Incentive Stock Option Plan by a vote of 21,268,507 for, 383,913 against and 90,243 abstained. There were 5,494,879 broker non-votes.

 

  (5) The shareholders approved the following resolution:

“RESOLVED, that the Amended and Restated Certificate of Formation of the Company be amended to increase the total number of authorized common shares so that the Company is authorized to issue 80,000,000 common shares, to be effected by amending Article Four of the Company’s Amended and Restated Certificate of Formation to read in its entirety as follows:

“The aggregate number of common shares which the corporation shall have authority to issue is 80,000,000 of the par value of $0.01 each,”

by a vote of 25,396,334 for, 1,738,961 against and 102,247 abstained. There were no broker non-votes.

 

ITEM 7.01 REGULATION FD DISCLOSURE

Attached as exhibit 99.1 to this Form 8-K is the press release dated April 24, 2012 announcing the results of the Annual Meeting of Shareholders of the Company.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits

 

Exhibit
No.

  

Exhibit

  3.1    Amendment to Amended and Restated Certificate of Formation, dated April 24, 2012
99.1    Press Release dated April 24, 2012


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 FINANCIAL BANKSHARES, INC.
  (Registrant)
DATE: April 24, 2012   By:  

/S/ F. Scott Dueser

    F. SCOTT DUESER
    President and Chief Executive Officer