ITEM 5.07. Submission of Matters to Vote of Security Holders.
Highlands Bankshares, Inc. ("Highlands") held a special meeting of shareholders
on Tuesday, December 17, 2019 in Abingdon, Virginia, related to its pending
merger with First Community Bankshares, Inc. ("First Community"). The matters
submitted to shareholders at the meeting and the voting results thereof were as
follows (rounded to the nearest whole number):
Common Shareholder Merger Proposal
Highlands' holders of common stock approved the Agreement and Plan of Merger,
dated as of September 11, 2019, by and between Highlands and First Community,
pursuant to which Highlands will merge with and into First Community, with First
Community continuing as the surviving corporation. The following is a tabulation
of the voting results:
Broker
Votes For Votes Against Abstentions Non-Votes
6,156,537 116,072 10,741 0
Merger-Related Compensation Proposal
Highlands' holders of common stock approved, on an advisory (non-binding) basis,
the compensation that may be paid or become payable to the named executive
officers of Highlands that is based on or otherwise relates to the merger. The
following is a tabulation of the voting results:
Broker
Votes For Votes Against Abstentions Non-Votes
5,738,619 456,880 87,850 0
Common Shareholder Adjournment Proposal
Highlands' holders of common stock approved a proposal to adjourn the special
meeting, if necessary or appropriate, including adjournments to permit further
solicitation of proxies in favor of the merger proposal. The following is a
tabulation of the voting results:
Broker
Votes For Votes Against Abstentions Non-Votes
5,844,098 422,421 16,831 0
Preferred Shareholder Merger Proposal
Highlands' holders of preferred stock approved the Agreement and Plan of Merger,
dated as of September 11, 2019, by and between Highlands and First Community,
pursuant to which Highlands will merge with and into First Community, with First
Community continuing as the surviving corporation. The following is a tabulation
of the voting results:
Broker
Votes For Votes Against Abstentions Non-Votes
2,092,287 0 0 0
Preferred Shareholder Adjournment Proposal
Highlands' holders of preferred stock approved a proposal to adjourn the special
meeting, if necessary or appropriate, including adjournments to permit further
solicitation of proxies in favor of the merger proposal. The following is a
tabulation of the voting results:
Broker
Votes For Votes Against Abstentions Non-Votes
2,092,287 0 0 0
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