DEF 14A: First Mid Bancshares Sets Date for 2024 Annual Stockholders Meeting, Outlines Agenda

First Mid Bancshares will hold its annual stockholders meeting on April 24, 2024, to elect directors and address other business matters.

Summary

• First Mid Bancshares, Inc. will hold its Annual Meeting of Stockholders on April 24, 2024, at 4:00 p.m. local time.
• The meeting will include the election of Holly B. Adams, Joseph R. Dively, and Zachary I. Horn as directors for a three-year term expiring in 2027.
• Stockholders of record as of February 29, 2024, are entitled to vote, with each share of common stock representing one vote.
• As of the record date, there were 23,889,515 shares of Common Stock issued and outstanding.
• The Board of Directors recommends voting 'FOR' the election of Directors Adams, Dively, and Horn.
• The company's annual report to stockholders and its Annual Report on Form 10-K for the recently completed fiscal year have been made available with the proxy statement.
• The company's code of conduct for directors, officers, and employees is posted on the company's website at www.firstmid.com.
• The company encourages its non-employee directors to own stock in the company valued at a minimum of $100,000.
• In 2023, the company's employees volunteered 19,066 hours to community organizations.
• The company has over $845 million in existing commitments to its small business customers.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's upcoming annual meeting and governance practices. The tone is professional and informative, suggesting a neutral to slightly positive outlook.

Positives

• The Board of Directors is committed to maintaining an effective corporate governance framework.
• The company has adopted a diversity policy which seeks a potential pool of director and executive officer candidates that include individuals who reflect diverse backgrounds, including diversity of gender, race, ethnic background and professional experience.
• The company invests in its employees by offering competitive compensation and benefits, career development and advancement opportunities, and an equitable and inclusive culture.
• The company is committed to strengthening the communities it serves through commitment to the community initiatives, which include employee volunteerism, charitable contributions and overall community development.
• The company and its customers continued to expand the use of digital solutions in 2023, including through increased adoption of e-Statements, remote deposit capture, bill pay, person to person payments (P2P) and other mobile and online banking services, as well as expanded use of digital signatures and online account opening processes.
• The company supports environmental awareness and sustainability by encouraging and empowering recycling, responsible waste management practices and energy conservation throughout the organization.

Negatives

• Two late reports on Form 4 were filed by director McCurry regarding shares acquired in the Deferred Compensation Plan.
• One late report on Form 4 was filed by director Marcus regarding shares acquired in the Deferred Compensation Plan.

Risks

• Failure to comply with the notice provisions for stockholder nominations of directors may result in the proposed nomination not being considered at the Annual Meeting.
• The company's success is dependent on continuing to strengthen its culture of diversity and inclusion.
• The company recognizes that its sustainability is tied to the sustainability of the communities it serves.

Future Outlook

At the meeting, the company will report on Company operations and the outlook for the year ahead.

Management Comments

• Mr. Dively has served as President and Chief Executive Officer and Chairman of the Board of Directors of the Company since January 1, 2014.
• The Board of Directors believes that having the Chief Executive Officer and Chairman positions held by the same individual allows that individual to have multiple perspectives about the Company and its operations while optimizing the ability of the Board of Directors to communicate with Company management.

Industry Context

This announcement is typical for publicly traded companies as they prepare for their annual meetings and engage with their shareholders on important governance matters.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes 26 publicly traded financial companies with similar asset sizes that provide banking related services in market areas comparable to the Company, such as Enterprise Financial Services Corporation (EFSC), Pathward Financial, Inc. (CASH), and First Busey Corporation (BUSE).
• The company monitors its TSR against the Peer TSR on an ongoing basis to identify if its TSR performance is generally aligned or an outlier.
• The Peer TSR is based on the S&P U.S. BMI Banks-Midwest Region Index.

Corporate Governance

Related Party Transactions

• One employee of the Company, who is the spouse of an executive officer, received compensation of $129,000 during 2023.
• Directors, executive officers, principal stockholders, members of their immediate families, and entities in which one or more of them have a material interest had extensions of credit from First Mid Bank during 2023.
• All such extensions of credit were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unrelated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

Stakeholder Impact

• Shareholders are encouraged to participate in the annual meeting and vote on the proposals.
• Employees are recognized for their volunteer efforts and contributions to the community.
• The company's commitment to community development benefits the communities it serves.

Next Steps

• Stockholders are encouraged to vote their shares over the Internet, by mail, or by telephone.
• The Company expects to appoint its independent auditors for 2024 at its March meeting of the Board of Directors.

Key Dates

Keywords

directors, stockholders, governance, compensation, proxy, First Mid Bancshares, annual meeting