FIRST COMMUNITY BANKSHARES INC /VA/ 8-K

What Happened
First Community Bankshares, Inc. (FCBC) held its annual shareholders’ meeting on April 28, 2026 (record date Feb. 27, 2026). There were 19,075,028 shares outstanding; 12,220,051 shares were voted by proxy and 157,996 in person (64.89% of shares entitled to vote). Shareholders elected two directors to the Class of 2029, approved a non‑binding advisory vote on executive compensation, expressed a preference for the frequency of future advisory votes, and ratified Crowe LLP as the Company’s independent registered public accounting firm for 2026.

Key Details

• Record date and shares outstanding: Feb. 27, 2026; 19,075,028 shares. Meeting turnout: 64.89%.
• Director elections (Class of 2029): Gary R. Mills — 9,514,305 For, 236,148 Withheld (broker non‑votes: 2,627,593); M. Adam Sarver — 7,902,368 For, 1,848,085 Withheld (broker non‑votes: 2,627,593).
• Say‑on‑pay (Proposal 2): 9,446,382 For, 247,931 Against, 56,140 Abstentions (broker non‑votes: 2,627,593).
• Advisory vote on frequency (Proposal 3): 1‑year option received the most support (8,612,739 votes); 3‑year received 970,211; 2‑year received 10,080; abstentions 157,423.
• Auditor ratification (Proposal 4): Crowe LLP ratified with 11,887,671 For, 468,263 Against, 22,112 Abstentions.

Why It Matters
These results confirm the board composition through the 2029 annual meeting and indicate shareholder support for the company’s executive compensation approach (non‑binding). The preference for annual advisory votes means shareholders want yearly say‑on‑pay votes. Ratification of Crowe LLP provides continuity for the company’s 2026 external audit. Broker non‑votes on certain proposals reflect shares held by brokers that were not voted on non‑routine items and can affect the vote totals reported.