Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The Board of Directors (the "Board") of
The description of the terms of the 2023 Incentive Plan contained herein and in
the Company's Proxy Statement on Schedule 14A (the "2023 Proxy Statement") filed
with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on
Proposal 1 - Election of Directors. The shareholders elected each of the director nominees to serve as directors during the ensuing year. The voting for the directors at the Annual Meeting was as follows:
Name Votes For Withhold Authority Broker Non-Votes Robert Stephen Briggs 2,807,473 425,217 1,050,709 Sheri S. Cook 2,769,894 462,796 1,050,709 John C. Gordon 2,811,670 421,020 1,050,709 David P. Hale 2,753,026 479,664 1,050,709 James F. House 2,786,015 446,675 1,050,709 Marlene M. McCain 2,780,803 451,887 1,050,709 J. Lee McPhearson 2,795,875 436,815 1,050,709 Jack W. Meigs 2,758,324 474,366 1,050,709 Aubrey S. Miller 2,757,323 475,367 1,050,709 Donna D. Smith 2,781,173 451,517 1,050,709 Bruce N. Wilson 2,769,275 463,415 1,050,709
Proposal 2 - Approval of the
Votes For Votes Against Abstain Broker Non-Votes 2,720,866 481,700 30,124 1,050,709
Proposal 3 - Ratification of the Appointment of
Votes For Votes Against Abstain 4,219,577 56,421 7,401
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Proposal 4 - Advisory Approval of Executive Compensation. The shareholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's 2023 Proxy Statement pursuant to the compensation disclosure rules of the Commission. The result of the vote taken at the Annual Meeting was as follows:
Votes For Votes Against Abstain Broker Non-Votes 2,691,178 517,422 24,091 1,050,709
Proposal 5 - Advisory Vote on Frequency of Say-on-Pay Vote. The result of the vote taken at the Annual Meeting to select, on an advisory basis, the frequency of future shareholder advisory votes to approve the compensation paid to the Company's named executive officers was as follows:
Every Every Every
Year Two Years Three Years Abstain Broker Non-Votes 2,757,076 237,508 131,578 106,528 1,050,709
The Company expects to publicly disclose by an amendment to this Current Report on Form 8-K, promptly after the next regularly scheduled meeting of the Board, its determination as to the frequency with which future advisory votes on executive compensation will be held.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 10.1First US Bancshares, Inc. 2023 Incentive Plan 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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