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    

The First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

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

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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  ¨

On May 25, 2017 the Company held its annual meeting of shareholders (“Annual Shareholders’ Meeting”) in Hattiesburg, Mississippi. As of March 31, 2017, the record date for the Annual Shareholders’ Meeting, there were 9,144,412 shares of common stock outstanding and entitled to vote, of which 6,277,818 shares, or 68.65%, were voted in person or by proxy at the Annual Shareholders’ Meeting. The Company’s shareholders voted on the following four proposals, casting their votes as set forth below:

Proposal 1. Election of Directors

Each of the individuals listed below was elected at the Annual Shareholders’ Meeting to serve a three year term on the Company’s Board of Directors expiring in 2020, as indicated below.

The individual listed below was elected at the Annual Shareholders’ Meeting to serve a one year term on the Company’s Board of Directors expiring in 2018, as indicated below.

Proposal 2. Ratification of Appointment of T.E. Lott & Company as Independent Registered Public Accounting Firm

Proposal 2 was a proposal to ratify the appointment of T.E. Lott & Company as the Company's independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2017. This proposal was approved.

Proposal 3. Advisory Vote on Executive Compensation

Proposal 3 was an advisory vote on compensation of named executive officers as disclosed in the proxy materials for the Annual Shareholders’ Meeting. This advisory vote was approved.

Proposal 4. Advisory Vote on Frequency of Advisory Vote on Executive Compensation

Proposal 4 was an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. This advisory vote was approved for 1 year.

In accordance with the results of the vote on Proposal 4, the Company, based on the recommendation of its board of directors and the vote of its stockholders, determined to implement an annual advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers. The Company is required to hold a vote on frequency every six years so the next vote on frequency will be held in 2023.

 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.