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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): April 23, 2024

FIRST COMMUNITY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia		000-19297		55-0694814
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 989 Bluefield, Virginia		24605-0989
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (276) 326-9000

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:

☐	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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($1.00 par value)		FCBC		NASDAQ Global Select

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.

On April 23, 2024, First Community Bankshares, Inc. (the “Company”) held its annual shareholders’ meeting. As of February 26, 2024, there were 18,487,596 issued and outstanding shares of Common Stock. A total of 14,455,162.26 shares of common stock were voted in person or by proxy, representing 78.19% of the shares entitled to be voted. At the meeting, the Company’s shareholders: (i) elected the persons listed below under Proposal 1 to serve as directors of the Company for a term that will continue until the 2027 annual meeting of shareholders; (ii) approved under Proposal 2, the non-binding, advisory vote on executive compensation; and (iii) ratified under Proposal 3, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024.

The following tables summarize voting results by the Company’s shareholders.

Proposal 1: To elect two (3) directors to serve as members of the Board of Directors Class of 2027.

Nominee	Votes For		Votes Withheld		Abstentions		Broker Non-Votes

C. William Davis		10,595,854		736,062		-		3,123,246
Harriet B. Price		8,714,204		2,617,712		-		3,123,246
William P. Stafford, II		11,095,179		236,737		-		3,123,246

Proposal 2: Non-binding, advisory vote on executive compensation.

Votes For	Votes Against		Abstentions		Broker Non-Votes

11,066,203		177,872		87,841		3,123,246

Proposal 3: To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.

Votes For	Votes Against		Abstentions		Broker Non-Votes

13,919,664		487,728		47,770		-

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.

		FIRST COMMUNITY BANKSHARES, INC.

Date:	April 29, 2024	By:	/s/ David D. Brown

			David D. Brown
			Chief Financial Officer