First Bancshares of Texas, Inc. 310 West Wall Street, Suite 1200 Midland, Texas NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held Thursday, April 27, 2017 at *1:00 p.m. (*We respectfully ask that you arrive 15-30 minutes earlier to allow time for registration at the meeting)
To the Shareholders of First Bancshares of Texas, Inc.: NOTICE IS HEREBY GIVEN, that, pursuant to the call of its Board of Directors, the Annual Meeting of Shareholders (the “Meeting”) of First Bancshares of Texas, Inc. (the “Company”) will be held in Ballroom 1 at Midland Country Club, located at 6101 North Highway 349, Midland, Texas, on the 27th day of April 2017, at 1:00 p.m. local time, for the following purposes: 1.
To elect twelve (12) directors to hold office until the 2018 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified;
To transact any and all other business that may properly come before the Meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 10, 2017, as the record date (the “Record Date”) for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. Only shareholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. A list of shareholders entitled to vote at the Meeting will be available for examination at the offices of the Company for ten (10) days prior to the Meeting. The stock transfer books will not be closed. The proxy statement accompanying this Notice (the “Proxy Statement”) contains information regarding, and a more complete description of, the items of business to be considered at the Meeting. Please read the accompanying Proxy Statement in its entirety. YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, HOWEVER, YOU ARE URGED TO PROMPTLY MARK, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED, SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE MEETING. YOUR PROXY WILL BE RETURNED TO YOU IF YOU SHOULD BE PRESENT AT THE MEETING AND SHOULD YOU REQUEST SUCH RETURN, OR IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED FOR REVOCATION OF PROXIES ON THE INITIAL PAGES OF THE ENCLOSED PROXY STATEMENT. A PROMPT RESPONSE BY OUR SHAREHOLDERS WILL REDUCE THE TIME AND EXPENSE OF SOLICITATION OF PROXIES. MARCH 24, 2017
BY ORDER OF THE BOARD OF DIRECTORS
Ken L. Burgess, Jr.
CEO and President
First Bancshares of Texas, Inc. 310 West Wall Street, Suite 1200 Midland, Texas PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS To Be Held April 27, 2017 at *1:00 p.m. (*We respectfully ask that you arrive 15-30 minutes earlier to allow time for registration at the meeting)
SOLICITATION AND REVOCABILITY OF PROXIES This Proxy Statement is being furnished to shareholders of First Bancshares of Texas, Inc. (“the Company”) in connection with the solicitation by the Board of Directors of the Company (the “Board”) of proxies to be voted at the Meeting to be held on Thursday, April 27, 2017, at the time and place and for the purposes set forth in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement, and at any adjournment(s) of such Meeting. This Proxy Statement and the enclosed form of proxy (the “Proxy”) are first being sent to the Company’s shareholders on or about March 24, 2017. The accompanying Proxy is designed to permit each holder of the Company’s common stock, par value $1.00 per share (the “Common Stock”), to vote for or against all of the nominees for election as directors of the Company listed under proposal 1. Proxies in the accompanying form that are properly executed, duly returned to the Company, and not revoked will be voted in accordance with any instructions marked thereon. PROPERLY EXECUTED PROXIES THAT ARE RETURNED TO THE COMPANY AND THAT GIVE NO INSTRUCTION WITH RESPECT TO A PROPOSAL WILL BE VOTED “FOR” THE NOMINEES FOR THE BOARD LISTED HEREIN AND THEREIN. The Board knows of no other matters that are expected to be considered at the Meeting. If any other matters are validly presented for action, however, the persons named in the enclosed Proxy intend to vote in accordance with their discretion on such matters. The principal office of the Company is located at 310 West Wall Street, Suite 1200, Midland, Texas, and its telephone number is (432) 687-9102. The Company encourages the personal attendance of its shareholders at the Meeting, and execution of the accompanying Proxy will not affect a shareholder’s right to attend the Meeting and to vote in person. Each shareholder giving a Proxy has the right to revoke it, at any time prior to its exercise, by (i) delivering written notice of its revocation to Robin Richey, Corporate Secretary, First Bancshares of Texas, Inc., 310 West Wall Street, Suite 1200, Midland, Texas 79701 at any time before the Proxy is voted, (ii) by executing and delivering a later-dated Proxy to Robin Richey, Corporate Secretary, First Bancshares of Texas, Inc., 310 West Wall Street, Suite 1200, Midland, Texas 79701 or (iii) by attending the Meeting, requesting the return of his or her proxy and voting his or her shares of Common Stock in person at the meeting. No such notice of revocation or later dated Proxy, however, will be effective until received by the Company at or before the Meeting. Such revocation will not affect a vote on any matters taken before the receipt of such revocation. Mere attendance at the Meeting will not of itself revoke the Proxy. In addition to the solicitation of proxies by the use of this Proxy Statement, officers, directors and regular employees of the Company may solicit the return of proxies by personal interview, mail,
telephone, and facsimile transmission. Such persons will not be additionally compensated but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries are requested to forward solicitation material to the beneficial owners of Common Stock. The cost of preparing, printing, assembling and mailing the Notice of Annual Meeting of Shareholders, this Proxy Statement, the Proxy and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of Common Stock and all other costs of solicitation, will be borne by the Company. PURPOSES OF THE MEETING The shareholders of the Company will be asked, at the Meeting, to consider and vote on the following matters: 1. To elect twelve (12) directors to hold office until the 2018 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified; 2. To transact any and all other business that may properly come before the Meeting or any adjournment(s) thereof. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Board has fixed the close of business on March 10, 2017 as the record date (the “Record Date”) for the Meeting. Only holders of record on the Record Date are entitled to notice of, and to vote at, the Meeting or any adjournment(s) thereof. At the close of business on the Record Date, there were 9,575,939 issued and outstanding shares of Common Stock of the Company. Those shares were held by approximately 513 shareholders of record. In addition, there were 882,544 shares of issued and outstanding Series 2009 Preferred Stock. Those shares were held by 85 shareholders of record. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding Common Stock entitled to vote at the Meeting or any adjournment(s) thereof is necessary to constitute a quorum to transact business.
As a group, the current directors and executive officers of the Company (and members of their immediate families) have the power to vote an aggregate of 3,097,521 shares, or 32.34% of the outstanding shares of Common Stock (with such percentage including options exercisable within 60 days of the Record Date). The Company presently expects that such persons will vote (or cause to be voted) such shares in favor of the election of the nominated directors and in their discretion regarding Proposal 2. PROPOSAL 1 -- ELECTION OF DIRECTORS The Bylaws of the Company provide that the number of directors of the Company shall be determined from time to time by the Board of Directors. The Board of Directors has set the number of directors at twelve (12), effective as of the date of the Annual Meeting. The persons named in the enclosed proxy intend to nominate and vote the Common Stock represented by such Proxy for the election of the following persons to the Board to serve as directors until the 2018 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified: Brad D. Burgess Kenneth L. Burgess, Jr. Michael J. Canon Breck Colquett H. Tevis Herd Jay W. Isaacs
Subodh Patel Don Pickering Allen Pruitt James W. Ramsey C. Todd Sparks Teresa D. Wilkinson
Each of the above nominees has previously served as a director either of the Company and/or the Bank. Although management of the Company does not contemplate that any of the above-named nominees will refuse or will be unable to accept or to serve as a director of the Company, the persons named in the enclosed Proxy intend, if any of such directors become unavailable, to vote the shares represented by the Proxy for the election of such other person or persons as may be nominated or designated by management, unless they are directed by the Proxy to do otherwise. Assuming the presence of a quorum, the twelve (12) persons receiving the most votes, in person or by proxy at the Meeting, in favor of their election as directors of the Company will be elected to serve in such capacity until the 2018 Annual Meeting of Shareholders or until their successors have been duly elected and qualified. Unless otherwise indicated on any duly executed Proxy, the persons named in the enclosed Proxy intend to vote the shares such Proxy represents for the election of the directors listed. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE INDIVIDUALS NOMINATED TO SERVE AS DIRECTORS. Family Relationships Kenneth L. Burgess, Jr. and Brad D. Burgess are brothers. There are no other family relationships between any of the directors or nominees for director of the Company.
PROPOSAL 2 – TRANSACT ANY AND ALL OTHER BUSINESS Transact any and all other business that may properly come before the Meeting or any adjournment(s) thereof.
70172.000004 EMF_US 30286079v1
THE BOARD RECOMMENDS A VOTE “FOR” THE TRANSACTION OF ANY AND ALL OTHER BUSINESS TO COME BEFORE THE MEETING. CERTAIN TRANSACTIONS Certain of the officers, directors and principal shareholders of the Company and the Bank, and their affiliates, have deposit accounts and other transactions with the Bank, including loans in the ordinary course of business. All loans or other extensions of credit made by the Bank to such persons were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with independent third parties and did not involve more than the normal risk taken by the lender or present other unfavorable features. All such loans are believed to be in compliance with the Financial Institutions Regulatory and Interest Rate Control Act of 1978. None of such loans are categorized as nonaccrual, past due, restructured or potential problem loans. The Bank expects to continue to enter into transactions in the ordinary course of business on similar terms with officers, directors and principal shareholders of the Company, the Bank, and their affiliates. OTHER BUSINESS The Board knows of no other business that is likely to be brought before the Meeting, if other matters, however, are presented, the accompanying Proxy will be voted in accordance with the best judgment of the Proxy holders with respect to such matters.