FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
First Mid Bancshares, Inc. (the Company) held its annual meeting of stockholders on April 24, 2019 (the Annual Meeting). For more information on the proposals presented at the meeting, see the proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 15, 2019 (the Proxy Statement), the relevant portions of which are incorporated herein by reference. At the Annual Meeting, the stockholders approved an amendment to the Companys certificate of incorporation (the Amendment) to change the Companys name from First Mid-Illinois Bancshares, Inc. to First Mid Bancshares, Inc. The Amendment was filed with the Secretary of State of the State of Delaware on April 25, 2019 and became effective immediately upon filing. The Company subsequently filed a restatement of its certificate of incorporation (the Restated Certificate of Incorporation) consolidating all prior amendments, including the name change amendment, which became effective immediately upon filing. Complete copies of the Amendment and the Restated Certificate of Incorporation are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.
On April 24, 2019, the Board of Directors of the Company approved an amendment to the Companys Amended and Restated By-laws, as amended (the By-laws), to reflect the change of the name from First Mid-Illinois Bancshares, Inc. to First Mid Bancshares Inc. so that on the first page of the By-laws the reference to First Mid-Illinois Bancshares, Inc. would be amended to read First Mid Bancshares, Inc. The amendment took effect upon the filing of the Amendment with the Secretary of State of the State of Delaware on April 25, 2019. A complete copy of the By-laws, as amended, is attached hereto as Exhibit 3.3 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present in person and by proxy holders of 14,655,824 shares of the Company\’s common stock, par value $4.00 (the \”Common Stock\”), representing approximately 88% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote.
The matters considered and voted on by the Companys stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Proposal 1: Election of Directors. Three directors were elected as Class II directors at the Annual Meeting, each for a three year term. The number of votes cast for each of the three directors, as well as the number of votes withheld and broker non-votes, were as follows:
Proposal 2: Approval of an amendment to the Companys Certificate of Incorporation to change the name of the Company to First Mid Bancshares, Inc. With respect to the approval of an amendment to the Companys Certificate of Incorporation to change the name of the Company to First Mid Bancshares, Inc., the number of votes cast for and against, as well as the number of abstentions and broker non-votes, were as follows:
Proposal 3: Approval of First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan. With respect to the approval of the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan, the number of votes cast for and against, as well as the number of abstentions and broker non-votes, were as follows:
Item 8.01. Other Events.
Also at the Annual Meeting held on April 24, 2019, the Board of Directors declared the Company\’s next semi-annual dividend of $0.36 for shareholders of record on June 3, 2019 and payable on June 10, 2019. The dividend represents an increase of 5.6% over the dividend paid in the first half of 2018.
Forward Looking Statements>
This document may contain certain forward-looking statements about the Company. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1955. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words believe, expect, intend, anticipate, estimate, project, or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including additional factors and risks that could materially affect the Companys financial results, are included in the Companys filings with the Securities and Exchange Commission (the SEC), including its Annual Reports on Form 10-K. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.>
Item 9.01. Financial Statements and Exhibits
FIRST MID BANCSHARES, INC. Exhibit
EX-3.1 2 ex31_042519.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTTORESTATED CERTIFICATE OF INCORPORATIONOFFIRST MID-ILLINOIS BANCSHARES,…
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About FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH)
First Mid-Illinois Bancshares, Inc. is a financial holding company. The Company is engaged in the business of banking through its subsidiary, First Mid-Illinois Bank & Trust, N.A. (First Mid Bank). It provides data processing services to affiliates through its subsidiary, Mid-Illinois Data Services, Inc. It offers insurance products and services to customers through its subsidiary, The Checkley Agency, Inc., doing business as, First Mid Insurance Group (First Mid Insurance). It operates in over three primary lines of business: community banking and wealth management through First Mid Bank, and insurance brokerage through First Mid Insurance. Within the community banking line, it serves commercial, retail and agricultural customers with an array of deposit and loan related products. The wealth management line provides estate planning, investment and farm management services. The insurance brokerage line provides commercial lines insurance to businesses, homeowner, health and life.
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