First Guaranty Bancshares, Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>First Guaranty Bancshares, Inc. will hold its 2024 Annual Meeting of Shareholders on May 16, 2024, to elect directors, vote on executive compensation, and ratify auditor appointments.</b>

AI Summary

First Guaranty Bancshares, Inc. (FGBIP) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Annual Meeting scheduled for May 16, 2024, at 2:00 p.m. local time in Hammond, Louisiana. Shareholders will vote on electing the Board of Directors. An advisory, non-binding resolution on executive compensation will be considered. The appointment of Griffith, DeLaney, Hillman & Lett, CPAs, PSC as independent auditors for 2024 will be ratified. March 25, 2024, is the record date for determining shareholder voting rights.

Why It Matters

For investors and stakeholders tracking First Guaranty Bancshares, Inc., this filing contains several important signals. Shareholders have the opportunity to directly influence the company's governance by electing the Board of Directors. The ratification of the independent auditor ensures continued financial oversight and compliance.

Risk Assessment

Risk Level: low — First Guaranty Bancshares, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic changes, indicating low immediate risk.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director elections and executive compensation.

Key Numbers

• 2024-05-16 — Annual Meeting Date (Date of the 2024 Annual Meeting of Shareholders.)
• 2024-03-25 — Record Date (Date for determining shareholders eligible to vote.)

Key Players & Entities

• First Guaranty Bancshares, Inc. (company) — Registrant and filer of the proxy statement.
• May 16, 2024 (date) — Date of the Annual Meeting of Shareholders.
• March 25, 2024 (date) — Record date for determining shareholders entitled to vote.
• Griffith, DeLaney, Hillman & Lett, CPAs, PSC (company) — Proposed independent registered public accounting firm.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC regulations regarding proxy solicitations and annual meetings, including disclosure requirements.
• Shareholder Meeting Logistics [low — operational]: Ensuring smooth execution of the annual meeting, whether in-person or virtual, is crucial for shareholder engagement.

Industry Context

First Guaranty Bancshares, Inc. operates as a federally chartered savings institution, providing financial services to its customers.

Regulatory Implications

The company is subject to regulations from the SEC and other financial regulatory bodies governing its operations and shareholder communications.

What Investors Should Do

1. Review the proxy statement for detailed information on director nominees and executive compensation.
2. Vote on the election of directors and the advisory resolution on executive compensation.
3. Confirm the ratification of the independent auditor appointment.

Key Dates

• 2024-05-16: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters including director elections and executive compensation.
• 2024-03-25: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.

Year-Over-Year Comparison

This filing is a definitive proxy statement for the 2024 Annual Meeting of Shareholders, providing details on upcoming votes and meeting logistics.

Key Financial Figures

• $1 — ty had 12,504,717 outstanding shares of $1 par value common stock. Each share of c

Filing Documents

• fgbi-def14aproxy12312023.htm (DEF 14A) — 275KB
• 0001408534-24-000028.txt (&nbsp;) — 276KB

Security Ownership of Directors, Nominees, and Executive Officers

Security Ownership of Directors, Nominees, and Executive Officers The following table sets forth certain information concerning the beneficial ownership of First Guaranty's outstanding common stock by each director who is also a nominee for director and executive officer of First Guaranty and by all directors and executive officers of First Guaranty as a group as of March 25, 2024. Each director and executive officer exercises sole voting and investment power over the shares listed below except as disclosed in the accompanying footnotes. Pursuant to Rule 13d-4 under the Exchange Act, each person listed below disclaims beneficial ownership of all shares owned by his or her spouse, a trust or a business entity with which he or she is affiliated, or of which he or she acts as custodian. Amount of Common Stock Beneficially Owned Name Title Shares Percent Marshall T. Reynolds (1) Chairman of the Board of Directors 2,072,529 16.6% William K. Hood (2) Director 2,390,827 19.1% Alton B. Lewis, Jr. (3) Vice Chairman, President, Chief Executive Officer and Director 112,327 0.8% Jack Rossi Director 5,210 *% Eric J. Dosch (4) Chief Financial Officer, Treasurer and Secretary 30,154 0.2% Edgar R. Smith III (5) Director 2,590,649 20.7% Vanessa R. Drew Director 4,931 *% All directors, nominees for director, and executive officers as a group 5,805,106 (6) 46.4% (7 persons) * Less than one-tenth of one percent (1) Includes 693 shares owned by Purple Cap, LLC, 6,655 shares owned by Champion Leasing Corp., 624 shares owned by The Harrah Reynolds Corporation, 80,389 shares owned by Reynolds Capital Partners, LP and 49,806 shares owned by M. T. Reynolds Irrevocable Trust, over all of which Mr. Reynolds has shared voting and investment power. Also includes 33,762 shares owned by minor grandchildren for which Mr. Reynolds acts as custodian and for which voting power is shared with the parents of the minors. 1,478,755 shares are pledged as collateral for a loan. (2)

Gender Identity Female Male Non-Binary Did Not Disclose Gender

Part I Gender Identity Female Male Non-Binary Did Not Disclose Gender Directors 1 5 — —

Demographic Background

Part II Demographic Background African American or Black — — — — Alaskan Native or American Indian — — — — Asian — — — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 1 5 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background — 10 Board's Role in Risk Oversight The Board's role in First Guaranty's risk oversight process includes receiving regular reports from members of senior management on areas of material risk to First Guaranty, including operational, financial, legal and regulatory, strategic and reputational risks. The full Board (or the appropriate committee in the case of risks that are reviewed and discussed at committee meetings) receives these reports from the appropriate risk owner within the organization to enable the Board or appropriate committee to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the Chairman of the relevant committee reports on the discussion to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Hedging Policy First Guaranty does not currently have any policy regarding the ability of its employees (including officers) or directors to purchase financial instruments (such as prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset any decrease in value of First Guaranty stock. BOARD OF DIRECTORS INDEPENDENCE The Board of Directors determines the independence of each director in accordance with the Nasdaq Stock Market rules, which include all elements of independence as set forth in the listing requirements for Nasdaq securities. The board of directors has determined that all of our directors are independent within the meaning of such st

View Full Filing

View this DEF 14A filing on SEC EDGAR