🧾 What This Document Is

This is a DEFA14A, also called a "Definitive Additional Material" filing. It's not the full proxy statement itself, but an official notice and guide from FB Financial Corp (FBK) about its upcoming shareholder meeting. Think of it as a formal "meeting reminder" and instruction manual sent to comply with SEC rules.

🏢 What The Company Does

FB Financial Corporation is a bank holding company. 👉 In simple terms, it owns FirstBank, a regional bank serving Tennessee, Kentucky, Alabama, and other southeastern U.S. states. They make money the traditional banking way: taking deposits and making loans.

📅 The Big Meeting & Voting

This notice is all about the 2026 Annual Meeting of Shareholders, which will happen:

When: May 21, 2026, at 1:00 p.m. Central Time.
Where: 1221 Broadway, Suite 1300, Nashville, Tennessee 37203.

Your vote matters! The board recommends voting FOR all proposals. Here’s what you’re voting on:

🗳️ The 6 Proposals On The Ballot

Proposal 1: Elect 13 Directors The board is proposing the entire slate of 13 directors to serve until 2027. This is standard governance, ensuring leadership continuity. Why it matters: These individuals set the bank's strategic direction and oversee management.

Proposal 2: Approve the 2026 Incentive Plan This authorizes a new plan to give company stock or stock-based awards to employees as performance incentives. Why it matters: It's a key tool to attract, retain, and motivate talent by tying their rewards to the company's stock performance.

Proposal 3: Amend the Employee Stock Purchase Plan (ESPP) Shareholders are being asked to approve changes to the plan that lets employees buy company stock at a discount. Why it matters: It ensures the plan remains competitive and compliant, allowing employees to share in the company's ownership.

Proposal 4: Advisory Vote on Executive Compensation ("Say-on-Pay") This is a non-binding vote where shareholders give their opinion on how the top executives are paid. Why it matters: It’s a direct way for shareholders to voice approval or disapproval of the pay packages for the CEO and other named executives.

Proposal 5: Eliminate Supermajority Voting Standards This proposes to change the company's charter to remove rules that require more than a simple majority (e.g., 67%) to approve certain actions. Why it matters: 👉 This is a significant governance change. It makes it easier for shareholders to pass proposals, aligning with modern best practices that favor simple majority voting.

Proposal 6: Ratify the Auditor Shareholders will vote to approve the appointment of Crowe LLP as the independent accounting firm for 2026. Why it matters: This is a routine but essential check on the company's financial reporting integrity.

📢 How To Vote & Get Materials

You cannot vote by sending back this notice. You must:

Vote Online: Go to www.investorvote.com/FBK. Votes must be received by 11:00pm Central Time on May 20, 2026.
Request a Paper Copy: If you want physical materials, you must request them by May 7, 2026, by:
- Phone: 1-866-641-4276 (free)
- Email: [email protected] (subject: "Proxy Materials FB Financial Corporation")
- Internet: The same investorvote.com site.

📞 Contact for Questions

For questions or directions to the meeting, contact the Investor Relations Department at:

Address: 1221 Broadway, Suite 1300, Nashville, Tennessee 37203
Phone: (615) 564-1212

🧠 The Analogy

Think of this notice like the agenda and instructions sent out before a town hall meeting. The document itself isn't the meeting—it's the official announcement that tells you when and where to show up, what topics (proposals) will be discussed, and exactly how you can cast your vote on each one, either in person or ahead of time.

🧩 Final Takeaway

This is the formal call for FB Financial's annual shareholder meeting. The most notable items are the vote to modernize the company's voting rules (Proposal 5) and to approve new incentive plans for employees (Proposals 2 & 3). Shareholders must vote online or request materials by the deadlines to have their say.

FB Financial Corp — DEFA14A Filing