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FB FINANCIAL CORPORATION

(FBK)
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FB Financial : Proxy Statement 2021

04/16/2021 | 05:16pm EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant

Check the appropriate box:

  • Preliminary Proxy Statement
  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  • Definitive Proxy Statement Definitive Additional Materials
    Soliciting Material under § 240.14a-12

FB FINANCIAL CORPORATION

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
  • Fee paid previously with preliminary materials.
  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:
    4. Date Filed:

April 7, 2021

Dear Shareholder,

We would like to extend a personal invitation for you to join us at the 2021 annual meeting of shareholders which will be held on May 20, 2021, at 8:00 a.m. Central Time. Due to ongoing public health concerns regarding the coronavirus pandemic, the annual meeting will again be held in a virtual meeting format only. You can find more information on the virtual annual meeting in the proxy statement and the notice of annual meeting of shareholders enclosed with this letter.

We have elected to provide access to our proxy materials by internet in accordance with the SEC's "notice and access" rules. Accordingly, on or about April 7, 2021, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials. On the date of the mailing of the Notice of Internet Availability of Proxy Materials, all shareholders of record and beneficial owners will have the ability to access all of our proxy materials at the website address set forth in the Notice of Internet Availability of Proxy Materials and in the accompanying proxy statement. These proxy materials will be available free of charge.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials that you received in the mail or, if you received a hard copy of the proxy statement, on the accompanying proxy card. You can request to receive proxy materials by mail or email. You may vote by mail or on the internet. You will find our proxy statement, Annual Report on Form 10-K and other important information at our website: investors.firstbankonline.com.

Your vote is important. Whether you expect to attend the virtual annual meeting, it is important that your shares be represented and voted.

Christopher T. Holmes

Stuart C. McWhorter

President and Chief Executive Officer

Chairman of the Board

i

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are hereby invited to attend the 2021 annual meeting of shareholders of FB Financial Corporation.

WHEN

WHERE

RECORD DATE

ITEMS OF

BUSINESS

May 20, 2021 at 8:00 a.m. Central Time

The annual meeting will be held virtually. Please visit http://

www.meetingcenter.io/209195005 for more information.

Shareholders of record as of the close of business on March 26, 2021 will be entitled to notice of and to vote at the 2021 annual meeting of shareholders.

  • Election of 14 directors to serve until the 2022 annual meeting of shareholders and until their successors have been duly elected and qualified;
  • Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
  • Approval of amendments to the company's amended and restated charter to eliminate supermajority voting standards; and
  • Such other business as may properly come before the meeting or any adjournment or postponement thereof

PROXY

Our proxy materials, which include the accompanying proxy statement, proxy card, and

MATERIALS

annual report on Form 10-K for the year ended December 31, 2020 are first being sent

or made available to shareholders on or about April 7, 2021. You may access the proxy

materials electronically under the "Stock and Filings" link on the Investor Relations

page of our website at https://investors.firstbankonline.com/.

By Order of the Board of Directors,

Beth W. Sims

General Counsel and Corporate Secretary

April 7, 2021

Nashville, Tennessee

ii

TABLE OF CONTENTS

PROXY STATEMENT

2021 ANNUAL MEETING OF SHAREHOLDERS

QUESTIONS AND ANSWERS

1

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

4

Board Diversity

10

CORPORATE GOVERNANCE

10

Board Composition

11

Board Leadership Structure

11

Shareholder's Agreement and Board Designation Rights

11

Director Independence

12

Board's Role in Risk Management and Oversight

12

Pledging and Hedging

17

Meetings of the Board of Directors and Committees

13

Committees of the Board

14

Director Nomination Process

15

Shareholder Nominations to the Board of Directors

15

Code of Business Conduct and Ethics

15

Corporate Governance Guidelines

16

Communications with the Board

16

Independent Compensation Consultant

16

Compensation Committee Interlocks and Insider Participation

17

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

17

Loans to Officers, Directors and Affiliates

17

Related Person Transaction Policy

17

STOCK OWNERSHIP MATTERS

18

Delinquent Section 16(a) Reports

18

Security Ownership of Management and Certain Beneficial Owners

18

EXECUTIVE OFFICERS

20

EXECUTIVE COMPENSATION

21

SUMMARY COMPENSATION TABLE

21

NARRATIVE TO SUMMARY COMPENSATION TABLE

22

EQUITY COMPENSATION PLAN INFORMATION

26

DIRECTOR COMPENSATION

28

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED

28

PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

29

PROPOSAL NO. 3 - APPROVAL OF AMENDMENTS TO THE COMPANY'S CHARTER TO ELIMINATE

36

SUPERMAJORITY VOTING REQUIREMENTS

SUBMISSION OF SHAREHOLDER PROPOSALS

32

ADDITIONAL INFORMATION

33

OTHER MATTERS

33

APPENDIX A - PROPOSED SECOND AMENDED AND RESTATED CHARTER

A-1

iii

211 Commerce Street, Suite 300

Nashville, Tennessee 37201

(615) 564-1212

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement is furnished by FB Financial Corporation, on behalf of its board of directors, for use at the 2021 annual meeting of shareholders, and at any adjournment or postponement of the meeting (the "annual meeting"). In this proxy statement, we sometimes refer to FB Financial Corporation and its subsidiaries, including our wholly owned subsidiary, FirstBank, as "we," "us," "our," "the Company," and "FB Financial." This proxy statement and the accompanying proxy card are first being delivered or made available to our shareholders on or about April 7, 2021.

QUESTIONS AND ANSWERS

  1. Who is asking for my vote?
  1. Our board of directors is soliciting the enclosed proxy for its use at the annual meeting.
  1. How do I participate in the 2021 annual meeting?
  1. For the second consecutive year, the annual meeting will be conducted exclusively virtually at the annual meeting website: http://www.meetingcenter.io/209195005. The password for the meeting is FBK2021. If you are a shareholder on the record date for the annual meeting, you will also be able to vote your shares during the annual meeting webcast. To participate in the annual meeting, you will need to review the information included on your notice, on your proxy card, or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below if you wish to vote your shares at the annual meeting. All shareholders, regardless of number of shares owned, resources, or physical location, will be able to participate at the virtual annual meeting.
  1. How do I register to attend the annual meeting virtually on the internet?
  1. Anyone can attend the annual meeting by visiting the annual meeting website at http:// www.meetingcenter.io/209195005 and entering the password for the meeting: FBK2021. Registration in advance is not required to attend the meeting; however, in order to vote at the annual meeting, you must be a shareholder on the record date. Additionally, if you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), and you wish to vote at the annual meeting, please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, and you wish to vote at the annual meeting, you must register in advance. To register to vote at the annual meeting online you must submit proof of your proxy power (legal proxy) reflecting your FB Financial holdings along with your name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 4:00 p.m. Central Time / 5:00 p.m. Eastern Time on May 16, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us by forwarding the email from your broker, or attaching an image of your legal proxy, to legalproxy@computershare.com.
  1. What if I have trouble accessing the annual meeting virtually?
  1. The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that internet explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call (888) 724-2416 or (781) 575-2748.

1

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

FB Financial Corporation published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 21:15:02 UTC.


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