FIRST COMMUNITY BANKSHARES INC /VA/
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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Sep 30, 2026 · Filed Nov 6, 2026
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| ITEM 5. | Other Information |
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(a)Amendment to Articles of Incorporation. The information in this Item5 is being furnished in lieu of a Current Report on Form8-K under Item5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).
At the2025 Annual Meeting of Shareholders of the Company held on* April 22, 2025,the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to change the shareholder voting requirements applicable to the approval of certain corporate transactions and future amendments to the Company’s Articles of Incorporation. The Amendment was proposed by the Company’s Board of Directors and was described in the Company’s definitive proxy statement for the2025* Annual Meeting of Shareholders as Proposal4.
The Amendment amends and restates Section A of Article VII of the Company’s Articles of Incorporation (together with the reference to Section A) as Article VII in its entirety. As amended, Article VII provides that an amendment of the Company’s Articles of Incorporation, a plan of merger or share exchange, a plan of domestication, a plan of conversion, a transaction involving the sale of all or substantially all of the Company’s assets other than in the regular course of business, and a plan of dissolution, in each case for which the Virginia Stock Corporation Act requires shareholder approval, must be approved by the vote of a majority of all the votes cast on the transaction by each voting group entitled to vote, at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at leasttwo-thirds of the directors in office at the time of that approval and recommendation. If the transaction isnot so approved and recommended bytwo-thirds of the directors in office, then the transaction must be approved by the vote ofseventy-five percent (75%) or more of all the votes entitled to be cast on the transaction by each voting group entitled to vote.
The Amendment was adopted on* April 22, 2025.A quorum was present at the2025* Annual Meeting, and the number of votes cast in favor of the Amendment was sufficient for approval under the applicable voting standard.
The Company previously reported the voting results from the2025 Annual Meeting, including the results for Proposal4, in a Current Report on Form8-K filed with the Securities and Exchange Commission on* April 24, 2025 (the “Original Report”) under Item5.07* (Submission of Matters to a Vote of Security Holders). The Original Report correctly reported the numerical voting results for Proposal4 but incorrectly stated that Proposal4 hadnot been approved, as a result of the application of an incorrect voting standard. Because the Board of Directors had unanimously approved and recommended the Amendment, approval of Proposal4 required the affirmative vote of a majority of the votes entitled to be cast on the proposal, rather than the affirmative vote of the holders of75% or more of the outstanding shares of the Company’s common stock. Applying the correct voting standard to the voting results reported in the Original Report, Proposal4 received the requisite shareholder vote and was approved at the2025 Annual Meeting.
On* November 6, 2026,*the Company filed the Articles of Amendment to give effect to the Amendment with the Virginia State Corporation Commission.
The Company's Articles of Incorporation, as amended to incorporate the Amendment, are filed as Exhibit3.1 to this Quarterly Report on Form10-Q, and the Articles of Amendment effecting the Amendment are filed as Exhibit3.3 to this Quarterly Report on Form10Q. The foregoing description of the Amendment is qualified in its entirely by reference to the full text of Exhibits3.1 and3.3, which are incorporated herein by reference.
(b)No changes were made to the procedures by which security holders* may*recommend nominees to the Companys board of directors.
(c) During thethree months ended* September 30, 2026*, none of our directors or executive officers (as defined in Rule16a-1(f) of the Exchange Act) adopted or terminated a Rule10b5-1 trading arrangement or a non-Rule10b5-1 trading arrangement (as such terms defined in Item408 of Regulation S-K under the Securities Exchange Act of1934, as amended).
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