DEF: First Community Bankshares Sets Date for 2025 Annual Meeting, Outlines Key Proposals

First Community Bankshares, Inc. will hold its Annual Meeting of Shareholders on April 22, 2025, to vote on director elections, executive compensation, ratification of the accounting firm, and an amendment to the Articles of Incorporation.

Summary

• First Community Bankshares, Inc. will hold its Annual Meeting of Shareholders on April 22, 2025, in Bluefield, Virginia.
• Shareholders will vote on the election of three directors, an advisory vote on executive compensation, ratification of the independent accounting firm, and an amendment to the Corporation's Articles of Incorporation.
• The record date for shareholders entitled to vote is February 25, 2025.
• As of February 25, 2025, there were 18,326,672 shares of Common Stock outstanding.
• The Board recommends voting FOR the election of the director nominees, FOR the approval of executive compensation, FOR the ratification of Crowe, LLP as the independent accounting firm, and FOR the approval of the amendment to the Articles of Incorporation.
• The proposed amendment to the Articles of Incorporation would change the voting requirements for certain corporate transactions and future amendments, requiring a majority of votes cast if approved by at least two-thirds of the Directors, instead of a majority of all votes entitled to be cast.
• The Corporation's executive compensation program aims to align executive interests with those of shareholders and motivate high performance.
• Key financial highlights for 2024 include a return on tangible common equity of 14.48%, a return on average assets of 1.60%, and net income of $51.60 million.
• The Corporation repurchased 257,294 common shares in 2024, representing 1.40% of outstanding shares.
• The Corporation contributed more than $359,909 to the communities it serves in 2024.
• The CEO's total variable compensation was approximately 35% of their total compensation in 2024, while the other NEOs' total variable compensation was approximately 33% of their total compensation.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and shareholder-friendly initiatives. The focus on community involvement and employee benefits further enhances the positive sentiment.

Positives

• Strong financial performance in 2024, including high returns on equity and assets.
• Consistent increase in cash dividends to shareholders.
• Active share repurchase program.
• Solid asset quality and capital position.
• Significant community contributions and employee volunteerism.
• Executive compensation program designed to align with shareholder interests and discourage excessive risk-taking.
• High percentage of shareholder support for executive compensation in the previous say-on-pay vote (97%).
• The Corporation offers competitive benefits to attract and retain the best employees possible, including the ability to participate in our qualified defined contribution Employee Stock Ownership and 401(k) plan.
• For the second year in a row, in 2024, the Board approved matching all employee contributions to their 401(k) plan account dollar-for-dollar up to 7% of each employees compensation.

Future Outlook

The Corporation aims to continue its strong financial performance and maintain its position as the bank of choice, employer of choice, and investment of choice in its communities.

Industry Context

The document highlights First Community Bankshares' strong performance metrics compared to its peers, indicating a competitive position within the community banking sector.

Comparison to Industry Standards

• The document compares First Community Bankshares' return on average assets (1.60%) to the Federal Reserve peer average (0.93%), indicating superior performance.
• The document benchmarks executive compensation against a peer group of publicly traded U.S. banks with revenues of $80 million to $330 million, including City Holding Co., Horizon Bancorp Inc., and Lakeland Financial Corp.

Related Party Transactions

• The Corporation's subsidiary bank has consistently and from time-to-time accepted deposits from and made loans to related persons and parties.
• All such loans and deposits were made: (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related persons or parties; and (iii) did not involve more risk of collectability than comparable transactions with other non-related persons or parties.

Stakeholder Impact

• Shareholders: The document outlines key decisions and financial performance that directly impact shareholder value.
• Employees: The document highlights the Corporation's commitment to being an employer of choice, including competitive compensation and benefits.
• Customers: The document emphasizes the Corporation's focus on understanding and anticipating customer needs.
• Communities: The document details the Corporation's significant contributions to the communities it serves.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will consider the outcome of the say-on-pay vote when making future compensation decisions.
• The Corporation will continue to monitor and manage risks to ensure long-term value creation.

Key Dates