false 0001325670 0001325670 2024-12-19 2024-12-19 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): December 19, 2024

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On December 19, 2024, Primis Financial Corp. (the “Company”) held its 2024 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, 21,691,219 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 three Class III directors to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2027 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
Robert Y. Clagett  17,017,103  1,760,813  2,913,303
Deborah B. Diaz  15,107,340  3,670,576  2,913,303
Charles A. Kabbash  14,015,015  4,762,901  2,913,303

 

The three 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 – 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, 2024.

 

Votes For  Votes Against  Abstentions
21,585,374  84,405  21,440

 

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 Three – 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
17,630,301  1,088,635  2,913,303  58,980

 

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
December 20, 2024   Matthew A. Switzer
    Chief Financial Officer

 

 

 

 

 

 

 

 

v3.24.4
Cover
Dec. 19, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 19, 2024
Entity File Number 001-33037
Entity Registrant Name Primis Financial Corp.
Entity Central Index Key 0001325670
Entity Tax Identification Number 20-1417448
Entity Incorporation, State or Country Code VA
Entity Address, Address Line One 1676 International Drive, Suite 900
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code 703
Local Phone Number 893-7400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security COMMON STOCK
Trading Symbol FRST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Primis Financial (NASDAQ:FRST)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more Primis Financial Charts.
Primis Financial (NASDAQ:FRST)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more Primis Financial Charts.