Form 8-K - Current report

0000947559FALSE00009475592024-01-292024-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 22, 2024

The First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Mississippi			000-22507			64-0862173
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6480 U.S. Highway 98 West, Hattiesburg, Mississippi			39402
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code			[phone]

N/A
(Former name or former address, if changed since last report.)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock			FBMS			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 22, 2024, The First Bancshares, Inc., a Mississippi corporation (the "Company") held a special meeting of its shareholders (the "Special Meeting"). Of the 31,205,432 shares of the Company's common stock issued and outstanding at the close of business as of September 12, 2024, the record date for the Special Meeting, 22,085,492 shares were represented in person or by proxy, representing approximately 70.77% of the outstanding shares as of the record date, constituting a quorum for all matters to be presented at the Special Meeting.

At the Special Meeting, the shareholders of the Company considered (1) a proposal to approve the Agreement and Plan of Merger, dated as of July 29, 2024, by and between the Company and Renasant Corporation, a Mississippi Corporation (the "Merger Proposal"), (2) a proposal to approve, on an advisory (non-binding) basis, the specified compensation that may become payable to named executive officers of the Company in connection with the merger (the "Advisory Proposal"), and (3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Merger Proposal (the "Adjournment Proposal").

The proposals, with the exception of Proposal 2, were approved by the required vote of the Company's shareholders at the special meeting. The final voting results are set forth below.

Proposal 1 - Merger Proposal

Votes For			Votes Against			Abstentions			Non-Votes
21,896,136.00			40,814.00			148,542.00			0

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal 2 - Advisory Proposal

Votes For			Votes Against			Abstentions			Non-Votes
9,908,616.00			12,024,816.00			152,060.00			0

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was not approved.

Proposal 3 - Adjournment Proposal

Votes For			Votes Against			Abstentions			Non-Votes
19,031,756			2,936,422.00			117,314.00			0

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

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Completion of the proposed merger between the Company and Renasant Corporation remains subject to satisfaction or waiver of the closing conditions set forth in the Agreement and Plan of Merger, dated as of July 29, 2024, by and between the Company and Renasant Corporation.

Item 8.01 Other Events

On October 22, 2024, the Company issued a press release announcing the receipt of the requisite shareholder approvals for the proposed merger of Renasant Corporation and the Company pursuant to the Merger Agreement. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Exhibit No.			Description
99.1			Press Release The First Bancshares, Inc. dated October 22, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			The First Bancshares, Inc.
Date: October 22, 2024
			/s/ Donna T. (Dee Dee) Lowery
			Name: Donna T. (Dee Dee) Lowery
			Title: EVP and CFO

Exhibit 99.1

The First Bancshares, Inc. Announces Receipt of Shareholder Approval for Merger

HATTIESBURG, Miss.--(BUSINESS WIRE)--October 22, 2024— The First Bancshares, Inc. (“The First”) (NYSE: FBMS), holding company for The First Bank, (www.thefirstbank.com), announced today that the previously announced merger between The First and Renasant Corporation (“Renasant”), pursuant to the Agreement and Plan of Merger, dated as of July 29, 2024, (the “Merger Agreement”), has been approved by its shareholders. Completion of the transaction remains subject to customary closing conditions, including the receipt of required regulatory approvals.

About The First Bancshares, Inc.

The First Bancshares, Inc., headquartered in Hattiesburg, Mississippi, is the parent company of The First Bank. Founded in 1996, The First Bank has operations in Mississippi, Louisiana, Alabama, Florida and Georgia. The Company’s stock is traded on NYSE under the symbol FBMS. Information is available on the Company’s website: www.thefirstbank.com.

Forward Looking Statements

Statements included in this communication which are not historical in nature or do not relate to current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, The First management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy and Renasant and The First. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. The First cautions readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Renasant or The First; and the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the business combination transaction) or to satisfy any of the other conditions to the business combination transaction on a timely basis or at all; the possibility that the anticipated benefits of the business combination transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Renasant and The First do business; the possibility that the business combination transaction may be more expensive to complete than anticipated; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the business combination transaction; changes in Renasant’s share price before the closing of the business combination transaction; and other factors that may affect future results of Renasant, The First and the combined company. Additional factors that could cause results to differ materially from those described above can be found in Renasant’s Annual Report on Form 10-K for the year ended December 31, 2023, The First’s Annual Report on Form

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10-K for the year ended December 31, 2023, and in other documents Renasant and The First file with the SEC, which are available on the SEC’s website at www.sec.gov.

All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by the cautionary statements contained or referred to herein. If one or more events related to these or other risks or uncertainties materialize, or if The First’s underlying assumptions prove to be incorrect, actual results may differ materially from what The First anticipates. The First cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and are based on information available at that time. The First does not assume any obligation to update or otherwise revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.

Cover	Jan. 29, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	The First Bancshares, Inc.
Entity Incorporation, State or Country Code	MS
Entity File Number	000-22507
Entity Tax Identification Number	64-0862173
Entity Address, Postal Zip Code	39402
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FBMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000947559
Amendment Flag	false

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