Primis Financial Corp. 8-K

What Happened
Primis Financial Corp. (FRST) filed an 8‑K on May 27, 2026 reporting the results of its May 21, 2026 Annual Meeting. Ten directors were elected, including newly appointed independent directors Scott R. Gamble and J. Brock Saunders. Two long‑serving directors, Robert Y. Clagett and Charles A. Kabbash, did not stand for re‑election and their terms ended effective May 21, 2026; neither departure was due to any disagreement with the company. The Board also ratified Crowe, LLP as the company’s independent auditor for fiscal 2026 and the advisory (non‑binding) vote on executive compensation was approved.

Key Details

• Shares represented at the meeting: 20,196,020 of 24,772,072 outstanding.
• New director election votes: Scott R. Gamble — 16,944,446 for / 710,736 against; J. Brock Saunders — 16,960,521 for / 694,661 against. Both nominees were elected by plurality.
• Audit firm ratification: Crowe, LLP approved with 20,170,536 for, 20,717 against, 4,767 abstentions.
• Say‑on‑pay (advisory) vote: 15,714,681 for, 1,910,497 against; approved (with 2,540,838 broker non‑votes and 30,004 abstentions).
• Board appointments and committees: Gamble appointed to the Company and Bank boards and to the Audit Committee and Asset‑Liability Management Committee; Saunders appointed to the Company and Bank boards and to the Compensation Committee and Asset‑Liability Management Committee. The Board designated both as independent under Nasdaq rules.

Why It Matters
Board composition and committee membership affect oversight of strategy, risk and financial reporting. The election of two independent directors with extensive banking and capital‑markets experience (Gamble and Saunders) may influence governance and committee expertise. Ratification of Crowe, LLP confirms continuity of the company’s external audit relationship for 2026. The approved advisory vote on executive pay indicates shareholder support for the company’s disclosed compensation practices.