ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS,
APPOINTMENT OF CERTAIN OFFICERS; COMEPENSATORY ARRANGEMENTS OF
OFFICERS.
Retirement of Tucker S. Bridwell from the Board of Directors
On January 25, 2022, Tucker S. Bridwell, who has served as a director of First
Financial Bankshares, Inc. (the "Company") since 2007, notified the Board of
Directors (the "Board") of the Company of his planned retirement as a director
of the Company effective as of the 2022 Annual Meeting of Shareholders on
April 26, 2022. Mr. Bridwell's retirement was not due to any disagreement with
the Company relating to matters concerning the Company's operations, policies,
or practices. Upon Mr. Bridwell's retirement, Murray H. Edwards, who has served
as director since 2006, will become the lead independent director.
Appointment of Eli Jones to the Board of Directors
On January 25, 2022, the Board appointed Eli Jones, Ph.D.to the Board of the
Company and was also appointed to the Board of First Financial Bank, N.A., a
wholly owned subsidiary of the Company.
Mr. Jones currently serves as professor of Marketing and the Peggy Mays Scholar
Chair of Business at Texas A&M University in College Station, Texas and served
as Dean of the Mays Business School at Texas A&M University from July 1, 2015 to
May 31, 2021. Since 2016, Mr. Jones has served on the board of trustees of the
Invesco family of funds. Mr. Jones has also served on the Board of Directors for
Insperity, Inc. (NYSE: NSP) since 2020, and he previously served as a director
of Insperity, Inc. from 2004 through June 2016. In addition, Mr. Jones
previously served as a director of ARVEST Bank headquartered in Fayetteville,
Arkansas from 2012 to 2015. Mr. Jones received his Bachelor of Science in
Journalism in 1982, Master of Business Administration in 1986, and Ph.D. in
Business Administration | Marketing in 1997, all from Texas A&M University.
It is expected that Mr. Jones will serve on the Compensation Committee of the
Board of Directors.
Mr. Jones will be compensated for his service on the Board pursuant to the
existing non-employee director compensation programs. These compensation
programs are described in detail in the Company's proxy statement dated
March 12, 2021 and filed with the U.S. Securities and Exchange Commission on
such date. There are no arrangements or understandings between Mr. Jones and any
other person pursuant to which Mr. Jones was appointed to the Board. There are
no transactions in which Mr. Jones has or will have an interest that would be
required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Retirement of Gary S. Gragg
As previously disclosed, effective January 31, 2022, Gary S. Gragg, Executive
Vice President and Chief Lending Officer of the Company, retired. Upon his
retirement. Mr. Gragg's duties and responsibilities were assumed by T. Luke
Longhofer. Executive Vice President and Chief Credit Officer, who has served in
that role since 2018 and joined the Company in 2011. This transition was part of
the Company's management succession plan.
ITEM 7.01 REGULATION FD DISCLSOURE.
On January 25, 2022, the Company issued a press release announcing the
appointment of Eli Jones to the Company's Board. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
As provided in General Instruction B.2 to Form 8-K, the information furnished in
Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, and such information shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following is an exhibit to this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
99.1 Press Release issued by First Financial Bankshares, Inc., dated
January 25, 2022.
99.2 Press Release issued by First Financial Bankshares, Inc., dated
January 31, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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