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 28, 2020

The First Bancshares, Inc.

(Exact name of registrant as specified in its charter)

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

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

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 ¨

Item 5.07        Submission of Matters to a Vote of Security Holders. On May 28, 2020, The First Bancshares, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Meeting”). Four proposals were voted on at the Meeting. As of the record date, there were 21,398,678 shares entitled to vote, of which 16,090,606 shares, or 75.19%, were voted by proxy at the Meeting. The matters voted on at the Meeting and final voting results are summarized below.

Proposal 1 - A Company proposal to elect four Class I directors to serve a three-year term expiring at the 2023 annual meeting of shareholders, or until their successors are elected and qualified:

Each of the four director nominees was elected for a three-year term.

Proposal 2 - A Company proposal to approve an amendment to the 2007 Stock Incentive Plan

The amendment to the 2007 Stock Incentive Plan was approved.

Proposal 3 - A Company proposal to approve, on an advisory basis, the 2019 compensation of its named executive officers:

The 2019 compensation of the Company’s named executive officers was approved on an advisory basis.

Proposal 4 - A Company proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019:

The appointment of Crowe LLP as the Company's independent registered public accounting firm was ratified.

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.