First Community Bankshares (FCBC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2025, with shareholders 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, with 18,326,672 shares outstanding.

• Voting can be conducted by mail, phone, internet, or in person, with detailed instructions provided for each method.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of three directors to the class of 2028.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Crowe, LLP as the independent registered public accounting firm for 2025.

• Proposal 4: Amendment to the Articles of Incorporation to change voting requirements for certain corporate actions.

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

Board of directors and corporate governance

• The Board consists of eight directors, with a majority being independent under NASDAQ and SEC standards.

• Board leadership combines the roles of CEO and Chairman, with a Lead Independent Director to ensure balanced governance.

• The Board held nine regular and two special meetings in 2024, with all directors attending at least 75% of meetings.

• Four standing committees: ACER (Audit, Compliance, Enterprise Risk), CRC (Compensation and Retirement), GNC (Governance and Nominating), and Executive Committee.

• Directors and executives are subject to strict standards of conduct, stock ownership guidelines, and anti-hedging policies.