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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): May 21, 2026
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Tennessee 001-37875 62-1216058
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
1221 Broadway, Suite 1300
Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)

(615) 564-1212
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):
☐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 ClassTrading Symbol(s)
Name of each exchange
on which registered

Common Stock, $1.00 par valueFBKNew York Stock Exchange

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

The annual meeting of shareholders of FB Financial Corporation (the “Company”) was held on May 21, 2026, At the annual meeting, the Company’s shareholders elected 13 directors to hold office for one year and until their successors are duly elected and qualified: J. Jonathan Ayers, William F. Carpenter III, Agenia W. Clark, James W. Cross IV, James L. Exum, Christopher T. Holmes, Orrin H. Ingram, R. Milton Johnson, Raja J. Jubran, C. Wright Pinson, Emily J. Reynolds, J. Henry Smith IV, and Melody J. Sullivan. In addition, at the annual meeting, the shareholders approved the FB Financial Corporation 2026 Incentive Plan, an amendment to the employee stock purchase plan, and approved, on a non-binding, advisory basis, the compensation of the named executive officers. Further, the proposal to amend the Company’s charter to eliminate the supermajority voting standards failed to obtain the requisite approval of the holders of 80% of the outstanding shares of the Company’s common stock. Finally, the shareholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are set forth below.

(1) Election of 13 directors to serve until the 2027 annual meeting of shareholders and until their successors have been duly elected and qualified:
Nominee
Votes For
Votes Withheld
Abstain
Non Votes
J. Jonathan Ayers
41,870,376629,2234,3654,284,021
William F. Carpenter III
41,528,141688,509287,3134,284,021
Agenia W. Clark
42,363,238132,0008,7254,284,021
James V. Cross IV
41,681,254813,3649,3454,284,021
James L. Exum
41,359,3231,135,7108,9304,284,021
Christopher T. Holmes
41,865,501634,0974,3664,284,021
Orrin H. Ingram
41,508,158987,3048,5024,284,021
R. Milton Johnson
42,384,341110,6878,9354,284,021
Raja J. Jubran
42,251,306243,1549,5034,284,021
C. Wright Pinson
41,230,0901,264,9388,9354,284,021
Emily J. Reynolds
41,279,7381,215,1919,0354,284,021
J. Henry Smith IV
42,391,038104,3018,6244,284,021
Melody J. Sullivan
42,367,699127,6618,6034,284,021

(2) Approval of the FB Financial Corporation 2026 Incentive Plan:
Votes For
Votes Against
Abstain
Non Votes
35,996,7636,468,94938,2524,284,021

(3) Approval of the amendment to the FB Financial Employee Stock Purchase Plan:
Votes For
Votes Against
Abstain
Non Votes
42,450,29328,11625,5554,284,021

(4) Non-binding, advisory vote on the compensation of the Company’s named executive officers:
Votes For
Votes Against
Abstain
Non Votes
42,018,053446,20339,7084,284,021

(5) Approval of amendments to the Company’s amended and restated charter to eliminate supermajority voting standards:
Votes For
Votes Against
Abstain
Non Votes
35,384,22437,4457,082,2944,284,021

(6) Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
Votes For
Votes Against
Abstain
Non Votes
46,249,513480,40958,062
0



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FB FINANCIAL CORPORATION
By:/s/ Beth W Sims
Beth W. Sims
Date: May 22, 2026General Counsel and Corporate Secretary