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 29, 2014

 

  FIRST COMMUNITY BANCSHARES, INC.  
  (Exact name of registrant as specified in its charter)  

 

Nevada   000-19297   55-0694814
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

P.O. Box 989

Bluefield, Virginia

   24605-0989
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (276) 326-9000
 

 

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))

 

 
 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On April 29, 2014, First Community Bancshares, Inc. (the “Company”) announced by press release its earnings for the first quarter of 2014. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On April 29, 2014, the Company held its annual shareholders’ meeting. At the meeting, the Company’s shareholders: (i) elected both persons listed below under Proposal 1 to serve as director of the Company for a term that will continue until the 2017 annual meeting of shareholders, (ii) approved, on a non-binding basis, the Company’s executive compensation, and (iii) ratified the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm.

 

The following tables summarize voting results by the Company’s shareholders.

 

Proposal 1: To elect two directors to serve until the 2017 annual shareholders’ meeting.

 

Nominee   Votes FOR   Votes
WITHHELD		   Broker Non-
Votes
             
Franklin P. Hall   11,243,471   586,503   1,705,184
William P. Stafford   10,585,713   1,244,261    

 

Proposal 2: To approve on a non-binding basis, the compensation of the Company's named executive officers.

 

Votes FOR   Votes AGAINST   Votes ABSTAIN   Broker Non-Votes
             
11,497,293   305,424   27,257   1,705,184

 

Proposal 3: To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm.

 

Votes FOR   Votes AGAINST   Votes ABSTAIN
         
13,357,065   174,659   3,434

 

Item 8.01Other Events.

 

On April 29, 2014, the Company announced by press release its quarterly cash dividend to common stockholders of 12 cents ($0.12) per common share, payable on May 23, 2014, to shareholders of record on May 9, 2014. A copy of the press release is attached hereto as Exhibit 99.2.

 

 
 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)The following exhibit is included with this report:

 

Exhibit No.   Exhibit Description
     
99.1   Earnings press release dated April 29, 2014
99.2   Dividend announcement dated April 29, 2014

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include:  changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

 

 
 

 

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 COMMUNITY BANCSHARES, INC.
     
Date:   April 30, 2014   By: /s/ David D. Brown
    David D. Brown
    Chief Financial Officer