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First Community Bancshares 8-K 2016

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic



Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): April 26, 2016




  (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

(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 2.02 Results of Operations and Financial Condition.


On April 26, 2016, First Community Bancshares, Inc. (the “Company”) announced by press release its earnings for the first quarter of 2016. A copy of the press release is attached hereto as Exhibit 99.1.



Item 5.07 Submission of Matters to a Vote of Security Holders


On April 26, 2016, the Company held its annual shareholders’ meeting. At the meeting, the Company’s shareholders: (i) elected all persons listed below under Proposal 1 to serve as director of the Company for a term that will continue until the 2019 annual meeting of shareholders and (ii) 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 2019 annual shareholders’ meeting.


Nominee   Votes FOR   Votes WITHHELD   Broker Non-Votes
Samuel L. Elmore   8,019,965   2,050,532   2,354,190
Richard S. Johnson   7,796,825   2,273,672    


Proposal 2: To ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm.


Votes FOR   Votes AGAINST   Votes ABSTAIN
12,270,100   90,723   63,864



Item 8.01 Other Events.


On April 26, 2016, the Company announced by press release its quarterly cash dividend to common stockholders of fourteen cents ($0.14) per common share, payable on May 20, 2016, to shareholders of record on May 6, 2016. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.


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


Exhibit No.   Exhibit Description
99.1   Earnings and dividend press release dated April 26, 2016



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.







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. 


Date: April 27, 2016   By: /s/ David D. Brown
    David D. Brown
    Chief Financial Officer




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