First Community Bankshares (FCBC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 22, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and an amendment to the Articles of Incorporation.

• Shareholders of record as of February 25, 2025, are eligible to vote by mail, phone, internet, or in person.

• Proxy materials, including the annual report and proxy card, are available online, and advance registration is required for meeting attendance.

Voting matters and shareholder proposals

• Election of three directors to the Class of 2028, with nominees Samuel L. Elmore, Richard S. Johnson, and Beth A. Taylor.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of Crowe, LLP as the independent registered public accounting firm for 2025.

• Approval of an amendment to the Articles of Incorporation to change voting requirements for certain corporate transactions and future amendments.

• Shareholder proposals for the next year must be submitted by November 10, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of eight directors, with a majority being independent; independence reviewed annually.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director to enhance governance.

• Four standing committees: ACER (audit, compliance, enterprise risk), CRC (compensation and retirement), GNC (governance and nominating), and Executive Committee.

• Directors are expected to attend all meetings; all attended at least 75% of meetings in 2024.

• Anti-hedging policy and stock ownership guidelines in place for directors and executives.