FB Financial Corporation (FBK) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of FB Financial Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jim Ayers, Executive Chairman of FB Financial Corporation. Mr. Ayers, the floor is yours.

All right. Welcome everyone. I'm Jim Ayers. I want to thank you all for being on the phone with us today. I wish that I could be with you in person, but as you know, these are strange times. And we -- that we've been living in. I hope that everyone is doing well and, above all, staying safe. Just want to start this off and say that I'm proud of everyone here at FirstBank as to how we've been handling ourselves and our business. Management has been doing their best to keep our associates safe and know that our frontline folks have been doing everything they can to take care of our customers. We are a community bank. And we are leaders in our communities. It's been a bright spot for me over these past couple of months to see how our team has stepped up and taken leadership roles to support those that have and work alongside us. The culture and the character of our bank has shown through and will continue to show through. And those in the business community around you see it as well. I have no doubt that our actions will not only help our markets to make it through these hard times but will further build our reputation in our communities. We'll come through this stronger and better than ever. I'd like to turn the meeting at this time over to Chris Holmes, who will lead this annual meeting. Chris?

Thank you, Jim, and good afternoon, everybody. I'm Chris Holmes. I'm the President and CEO of FB Financial Corporation. It is my pleasure to welcome you to our fourth Annual Meeting of Shareholders, and it is our very first virtual shareholders' meeting. And we have on the lines associates. We have the directors, and we have shareholders. And the operator was reading me off some of the attendees, and our attendees are heavily skewed towards associates. These are sometimes not as well attended, but she said this was a record crowd for our -- the person that's helping us. And so I really appreciate especially our associates joining us on the phone, especially because this is not an exciting agenda. And we do not have a company presentation this year since we're doing it virtually, but we did have an earnings call yesterday. And if you didn't get a chance to hear it, I would invite you to go do that. I will serve as the Chair of this meeting. Beth Sims will act as today's Inspector of Elections and as the Secretary of the meeting. As the Chair of the meeting, I've adopted the agenda that will govern the order of business at this meeting and the rules of procedure for the meeting. Copies of the agenda and the rules are available on our website at investors.firstbank.com -- I'm sorry, investors.firstbankonline.com. You may submit questions by utilizing the online portal now. We're monitoring your questions. And at the end of the business portion of the agenda, I will answer any properly submitted questions. The polls are now open. If you are a shareholder and you logged in today using your control number, you can now vote in person or change your previously submitted vote by following the link labeled Cast Your Vote in the meeting center on the screen. So now that the polls are opened, I will introduce the 2 proposals before the shareholders today, and then the proposals will be voted upon. The polls will then be closed and the votes will be tabulated. The Inspector of Election will report on the voting results. The agenda for today's meeting are the election of 10 nominees for directors and the ratification of the appointment of Crowe LLP as our independent registered public accountant for the 2020 fiscal year. There were no other proposals submitted by shareholders for consideration at this meeting. Now I'm going to ask Beth Sims to report on the notice of the meeting. And Beth may have us muted.

I did have you muted. Hi. Thanks, Chris. Notice of the meeting was properly delivered to those shareholders of record at the close of business on March 2, 2020, those being the shareholders entitled to vote at this meeting, and that was the record date. The list of shareholders eligible to vote has been opened daily for examination by any shareholder for at least the past 10 days. More than a majority of the shares entitled to vote at this meeting are represented in person or by proxies, which is the required quorum under the bylaws.

Okay. Thank you, Ms. Sims. I declare that a quorum is present. And accordingly, we will now proceed with our formal agenda items. I would ask Ms. Sims to read the nominees for election.

The Board of Directors of the corporation has nominated William F. Andrews, James W. Ayers, J. Jonathan Ayers, William F. Carpenter, Agenia W. Clark, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, Raja J. Jubran and Emily J. Reynolds as directors to hold office until the 2021 Annual Meeting of Shareholders or until their successors have been elected and duly qualified.

Okay. No other nominations have been made in accordance with the bylaws. Therefore, I declare the nominations for directors closed. I declare that the vote will now be taken on the election of directors and the proposal to ratify the appointment of Crowe LLP as our independent registered public accountant for the 2020 fiscal year. [Voting]

The polls are now closed. Ms. Sims, can we have a report on the vote?

On the first proposal, the election of directors, a plurality of the shares were voted in favor of the election of each of the 10 nominees previously listed. On the second proposal, a majority of the shares present at the meeting in person or by proxy were cast in favor of the ratification of the appointment of Crowe LLP as the company's independent registered public accountant for the fiscal year ending December 31, 2020.

Okay. Well, congratulations to each of those directors and congratulations to Crowe. Thank you. I hereby declare these as the official results of the meeting, and I direct that these results to be incorporated into the minutes of this meeting. This completes our official business agenda for today. There were no other shareholder proposals submitted. As there is no further business to come before this meeting, I declare the meeting adjourned. So that would conclude the business. That would conclude the meeting. We did not receive any questions from shareholders. And therefore, that concludes our meeting for today. I want to thank everybody for joining us. And associates, I look forward to the time when we can get back together face-to-face. I certainly long for that in these times, and hopefully, it won't be too long, but thank you all for joining us. Shareholders and directors, thank you all for joining us as well. And that concludes the meeting. Thank you very much.