Form8-k- Prepared by EDGARX.com

 

 

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 20, 2016 (April 19, 2016)

 

FIRST FARMERS AND MERCHANTS CORPORATION
(Exact name of Registrant as specified in its charter)

 

Tennessee

(State or Other Jurisdiction

of Incorporation)

000-10972

(Commission File Number)

62-1148660

(I.R.S. Employer

Identification No.)

 

816 South Garden Street, Columbia, Tennessee  38401

(Address of principal executive offices)

 

(931) 388-3145

Registrant's telephone number, including area code

 

Not Applicable

(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:

 

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))

 

 

                                                                                                       


 

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On April 19, 2016, First Farmers and Merchants Corporation (the “Company” or “First Farmers”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on (1) a proposal to approve the Agreement and Plan of Merger, dated as of February 16, 2016, by and between First Farmers and Merchants Corporation and FFMC Merger Corporation, a Tennessee corporation and wholly-owned subsidiary of First Farmers, pursuant to which FFMC Merger Corporation will merge with and into First Farmers, with First Farmers being the surviving corporation and (2) the election of ten directors to the Company’s Board of Directors.  A breakdown of the votes cast is set forth below.

 

  1. The proposal to approve the Agreement and Plan of Merger, dated as of February 16, 2016, by and between First Farmers and Merchants Corporation and FFMC Merger Corporation, a Tennessee corporation and wholly-owned subsidiary of First Farmers, pursuant to which FFMC Merger Corporation will merge with and into First Farmers, with First Farmers being the surviving corporation.

 

For

Against

Abstain

2,766,209

51,750

1,792

 

 

  1. The proposal to approve the election of the following ten (10) nominees as directors of First Farmers.

 

 

Director Nominee

For

Withheld

M. Darlene Baxter

2,748,883

70,868

Jonathan M. Edwards

2,749,775

69,976

Thomas Napier Gordon

2,684,353

135,398

Dalton M. Mounger

2,752,513

67,238

Timothy E. Pettus

2,657,339

162,412

Patrick J. Riley

2,753,883

65,868

Matthew M. Scoggins, Jr.

2,748,942

70,809

T. Randy Stevens

2,638,454

181,297

Brian K. Williams

2,730,013

89,738

Dr. David S. Williams

2,754,775

64,976

 

 

 

 

 

 


 

 

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 FARMERS AND MERCHANTS

CORPORATION

 

     
     

Date: April 20, 2016

 

By: /s/ Robert E. Krimmel

 

 

Robert E. Krimmel

 

 

Chief Financial Officer