Hello, and welcome to the annual meeting of shareholders of The First Bancshares, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit question or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Hoppy Cole, CEO, President, and Chairman of the Board. Mr. Cole, the floor is yours. Thank you. Good afternoon, ladies and gentlemen. I'm Hoppy Cole, Chairman of the Board of The First Bancshares, Inc., and it's my pleasure to welcome all of you to our meeting today. Before we get started, Mr. Charles Lightsey will offer a prayer. Mr. Lightsey? All right. Thank you, Mr. Lightsey. Today's virtual annual meeting is being held via live webcast. We're excited to embrace the latest technology to provide expanded access, improved communication, and cost savings for our shareholders and the company. There are four items of business on this afternoon's agenda: the election of directors, an advisory vote on executive compensation, an amendment to the company's 2007 Stock Incentive Plan, and ratification of the appointment of the company's independent registered public accounting firm. As the bylaws provide, I will act as chairman of the meeting, Chandra Kidd will act as secretary of the meeting, and Dee Dee Lowery will act as inspector of the election. After the voting has been completed, a report to shareholders by management will be delivered. Shareholders who participate in the meeting by entering a control number may submit questions regarding the proposals during the meeting, up until the time of the relevant proposal is presented. All questions should only relate to the official business of the meeting. It's 2:00 P.M., and in accordance with the notice of the meeting, I call to order the 2024 Annual Meeting of Shareholders. Before we get started today, we have a couple of special guests in attendance. Trey Turnage of FORVIS, LLP, our independent registered public accounting firm, is with us, as well as Will Hooper of Alston & Bird LLP, our legal counsel. At this time, the 2023 Annual Shareholder Meeting minutes will be read by Chandra Kidd. Ms. Kidd? The 2023 Annual Meeting of Shareholders of The First Bancshares, Inc., was held virtually at 4:00 P.M. on Thursday, May 25, 2023. Hoppy Cole, Chairman of the Board, called the 2023 Annual Meeting of Shareholders to order. Chandra Kidd acted as secretary of the meeting, and Dee Dee Lowery acted as the inspector of the election. The invocation was given by Charles Lightsey. Announcements and introductions were made. Special guests were introduced. The minutes from the 2022 Annual Shareholder Meeting and the December 29th, 2022, Special Shareholder Meeting were read. A motion was made and seconded that the minutes be approved as presented. The minutes were approved. A report was given on the mailing of the meeting notice and the presence of a quorum. It was noted that as of the record date, holders of 31,054,478 shares of common stock were entitled to vote at the meeting, and that there were represented in person or by proxy, 26,326,326 shares of common stock, or approximately 84.77% of all the shares entitled to vote at the meeting. The meeting was then convened for purposes of transacting such business as may properly come before it. Appreciation was expressed to all shareholders who voted their proxies. Ted Parker, Douglas Seidenburg, Renee Moore, and Valencia M. Williamson were nominated to serve as Class One directors for a three-year term expiring at the 2026 Annual Meeting of Shareholders. No shareholder nominations were filed with the secretary in advance of the meeting, so the nominations were declared closed. The directors standing for election were introduced. Also on the ballot were the following proposals: advisory vote on executive compensation, advisory vote on the frequency of future advisory votes on executive compensation, amendment to the company's amended and restated articles of incorporation to increase the number of authorized shares of company's common stock, amendment to the company's amended and restated articles of incorporation to declassify the board of directors, and ratification of the appointment of FORVIS, LLP, as the independent registered public accounting firm for the fiscal year ended December 31st, 2023. The polls were then opened, and shareholders were given the opportunity to vote. Dee Dee Lowery, Inspector of the Election, reported on the results of the vote. She reported that 26,326,306 of the outstanding shares of the company were voted. Each of the nominees for director were elected, and all proposals were approved. With respect to Proposal 1, the proposal to elect Class One directors and one Class Three director, each director received a plurality of the votes cast. Therefore, the proposal was considered approved. With respect to Proposal 2, the proposal to approve, on an advisory basis, the 2022 compensation of the company's named executive officers, as disclosed in the 2023 proxy statement. The proposal received the affirmative vote of a majority of the shares of common stock, virtually present or represented by proxy, and therefore, the proposal was considered approved. With respect to Proposal 3, the proposal to approve on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers, the frequency of one year received the affirmative vote of a majority of the shares of common stock, virtually present or represented by proxy, and therefore, the proposal was approved. With respect to Proposal 4, the proposal to amend the company's amended and restated articles of incorporation to increase the number of authorized shares of the company's common stock, the proposal received the affirmative vote of a majority of the shares of common stock, virtually present or represented by proxy, therefore, the proposal was approved. With respect to Proposal 5, the proposal to amend the company's amended and restated articles of incorporation to declassify the board, the proposal received the affirmative vote of a majority of the shares of common stock, virtually present or represented by proxy; therefore, the proposal was approved. With respect to Proposal 6, the proposal to ratify the appointment of FORVIS, LLP as the independent registered public accounting firm for the company for the fiscal year ended December 31, 2023, the proposal received the affirmative vote of a majority of the shares of common stock, virtually present or represented by proxy; therefore, the proposal to ratify this appointment was considered approved. There being no further business to come before the meeting, a motion was made and seconded that the The First Bancshares 2023 annual meeting of shareholders be adjourned. The meeting was adjourned. Hoppy Cole presented the report to shareholders by management. No questions were submitted by shareholders during the meeting. Thank you, Ms. Kidd. Chandra Kidd will now report on the mailing of the notice of this meeting in the presence of a quorum. Thank you, Mr. Cole. This meeting is held pursuant to a printed notice mailed on or about April 10th, 2024, to each shareholder of record as of March 28th, 2024. The company has received an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the notice of this meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on March 28, 2024, are entitled to vote at the annual meeting. Thank you, Ms. Kidd. Our first order of business at this meeting is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Ms. Kidd, do you have a report? Yes. As of the record date, holders of 31,218,253 shares of common stock of the company were entitled to vote at this meeting. We are informed by Ms. Lowery that there are represented in person or by proxy, 25,058,564 shares of common stock, or approximately 80.27% of all the shares entitled to vote at this meeting. Thank you, Ms. Kidd. Because holders of a majority of the shares entitled to vote at this meeting are present, virtually or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the board of directors of the company, we would like to express our appreciation to all shareholders who voted their proxy. The first matter to be acted upon by the shareholders is the election of 12 directors nominated to serve a one-year term, expiring at the 2025 annual meeting of shareholders, or until their successors are elected and qualified. Additional information about them is provided in the proxy statement. The directors nominated are David W. Bomboy, M. Ray Cole Jr., E. Ricky Gibson, Jonathan A. Levy, Charles R. Lightsey, Fred A. McMurry, Thomas E. Mitchell, Renee Moore, Ted E. Parker, J. Douglas Seidenburg, Andrew D. Stetelman, Valencia M. Williamson. No shareholder nominations were filed with the secretary in advance of this meeting, so I declare the nominations closed. Our directors are elected by a plurality of the votes cast. This means that the director nominee with the most votes for a particular board seat is elected for that seat, regardless of whether or not such nominee receives a majority of the votes cast. Next on the agenda is approval on an advisory basis of the 2023 compensation of the company's named executive officers, as disclosed in the 2024 proxy statement. This vote is non-binding, but will be taken into account when considering future compensation decisions for our named executive officers. For this proposal to be approved on an advisory basis, the votes cast in favor of the proposal must exceed the votes cast against it. Next on the agenda is approval of an amendment to the company's 2007 Stock Incentive Plan to increase the number of shares reserved for issuance by 500,000 shares. For this proposal to be approved, the votes cast in favor of the proposal must exceed the votes cast against it. The last item to be acted upon is the ratification of the appointment of FORVIS, LLP as an independent registered public accounting firm for the company. The audit committee has appointed FORVIS, LLP to serve as the independent registered public accounting firm for the company for the fiscal year ended December 31, 2024. For this proposal to be approved, the votes cast in favor of the proposal must exceed the votes cast against it. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote, they need not take further action. The online voting will now be closed. It is now time for the report on the results of the balloting. I would like to call upon Dee Dee Lowery, the Inspector of the Election, for this meeting, for this report. The ballots and proxies have been counted. 25,058,564 of the outstanding shares of the company has been voted. The results are as follows: With respect to Proposal 1, the proposal to elect 12 directors, I am pleased to report that each director received a plurality of the votes cast, therefore, the proposal is considered approved. With respect to Proposal 2, the proposal to approve on an advisory basis, the 2023 compensation of the company's named executive officers, as disclosed in the 2024 proxy statement, I am pleased to report that the proposal received more votes cast in favor of the proposal than against the proposal, and therefore, the proposal is considered approved. With respect to Proposal 3, the proposal to approve an amendment to the company's 2007 Stock Incentive Plan to increase the reserve shares by 500,000, I am pleased to report that the proposal received more votes cast in favor of the proposal than against the proposal, and therefore, the proposal is approved. With respect to Proposal 4, the proposal to ratify the appointment of FORVIS, LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31st, 2024, I am pleased to report that the proposal received more votes cast in favor of the proposal than against the proposal, and therefore, the proposal to ratify this appointment is considered approved. I hereby declare that the nominees for directors have been elected, the 2023 executive compensation has been approved on an advisory basis. The company's 2007 stock incentive plan has been amended to add 500,000 shares to the reserve, and FORVIS, LLP has been appointed to the company's independent public registered as the company's independent public registered accounting firm for fiscal year 2024. I would again like to express my sincere appreciation to the shareholders who attended the meeting, as well as those who submitted their proxies. There being no further business to come before the meeting, I hereby declare The First Bancshares, Inc. 2024 annual meeting of the shareholders adjourned. At this time, we'll move into our presentation by management to the shareholders. Before we get started today, I'd ask you to take a look at our safe harbor statement. Thank you. As of 3/31/2024, the company had approximately $8 billion in assets, which made it the fifth largest bank headquartered in the state of Mississippi. We serve the five southeastern states of Mississippi, Alabama, Louisiana, Georgia, and Florida. The company is well capitalized. We'll dig into some of these numbers a little later in the presentation. With a Common Equity Tier One ratio greater than 12% and a total capital ratio greater than 15%, we had over $6.7 billion in total deposits, of which 27% was in non-interest-bearing DDAs. The company's balance sheet is liquid, with a highly granular deposit portfolio, with 77% loan-to-deposit ratio and the average size of our deposit account only $23,000. The company is very profitable, with a 1.33 return on average assets, and it has a low cost of funds, the cost of deposits at 1.78. We have a prudent credit history with only one basis point of charge-offs during the first quarter on an annualized basis, and 105% of average allowance for credit losses to total loans. If you look at the evolution of our franchise over the last 15 years, we've our strategic plan is built to build a regional southeastern-oriented community bank franchise, serving some of the best markets in the United States. In 2009, we were nine branches with a little over $500 million in assets. As we've grown, we've grown our assets on a compound average growth rate of 23% per year to the 116 locations that we have today, serving the five southeastern states and $8 billion in assets. It's been a two-part strategy, one of acquisitive plus organic growth. If you look at the disposition of those assets, the breakdown of how we've grown the company, it's been about 73% acquired, about 27% through organic means. A major part of our strategic plan was balance sheet diversification, not only in a number of different ways, but one very important means of diversification was geographic diversification. We purposely have grown the company to markets where the overriding demographic theme was population increase and income increase. And so if you look at 2009, the majority of our assets were in the state of Mississippi. However, today, it very much diversified across the Southeast, with Georgia being the largest part of our loan portfolio at 30%, but Mississippi and Florida tied for second, each at 24%. The balance split between Louisiana and Alabama. See a similar thing on the deposit side of the balance sheet, where Mississippi accounts for about a third of the deposits, but then Georgia and Florida are neck and neck for second place, and it is evenly split between Louisiana and Alabama. Our growth over the years and diversification has produced above average annual operating results of 13 years of record earnings. Last year, we earned $75.5 million of net income, as opposed to $62.9 million in 2022. If you look at operating income, which would be our reported GAAP income, less one-time charges, we earned almost $100 million, $96.7 million, as opposed to $68.3 million the year before. As I mentioned, historically, the company's been very profitable. If you look at our return on average assets, both operating and reported, it's been with the exception of the fourth quarter of 2023, where we had a bond restructuring, it's been well over 1% in each of those time periods over the last four quarters, five quarters. Similar thing, similar trends, our return on tangible common equity, a bit over 13%, with the exception of fourth quarter of 2023, when we had the bond restructuring. Our asset, we have a history of history of prudent credit, prudent credit philosophy. If you look over time, our NPAs have improved since 2019- 2023, from 2.1% nonperforming assets to loans at ORE, ORE to 40 basis points. As I mentioned earlier, when we had one basis point of charge-offs, also on annualized basis for the first quarter of 2024, only six basis points for the whole year of 2023. And we have over 4.5 x of allowance for credit losses greater than our nonperforming loans in reserve. The company is well capitalized, has a very strong capital position with a tangible common equity to total assets ratio of 8.1%. If you look at the regulatory measures of capital, we're all well in excess of well capitalized, with a regulatory leverage ratio of 9.7%, Common Equity Tier One ratio of over 12%, and Total Risk-Based Capital of over 15%. As we've grown our company and grown our balance sheet, increased our income stream and accumulated capital, we've been very mindful of returns to our shareholders. If you look in the far left-hand column, we've continued to grow our Tangible Book Value after interest rate increases went up from $17.97- $19.70 a share. One of our internal goals was to reach $1 per share in dividends on an annual basis, and we accomplished that in the first quarter of 2024. You'll also notice in the bottom right-hand corner that we've distributed a significant amount of money back to our shareholders as we've grown, particularly 28, almost $28.5 million in 2023, and almost $8 million during the first quarter of 2024. In addition to having exceptional growth, a strong earnings stream, a well-capitalized balance sheet, we're also extremely liquid. The company has a 76.7% loan-to-deposit ratio at the end of the first quarter. All of our liquidity ratios are well within policy guidelines. We have almost $3 billion of external funding sources, of which $2.5 billion was available to support future growth at the end of the first quarter. So in terms of growth, increase in profitability and income stream, strong capital position, substantial liquidity to support the future growth aspects of the company, what does that look like in terms of operating metrics, of our performance versus peers? If you look at our five-year compound average annual growth rate, we've grown almost twice as much as our peers, whether public peers or all banks in the country, we've grown 17.7%, they've grown 9.7%. In addition to exceptional growth, we've outearned our peers, where we have a, our most recent operating quarter, we earned a 1.03 ROA. Our Southeastern peers were 76 basis points. Again, our return on tangible common was 13.5% versus our Southeastern peers of 10.3%, so over 320 basis points better than our Southeast peers in returns on tangible common equity. If you look at our projected ROA, which from our analyst set, we're also projected to continue to outearn our peers with a 95 basis point ROA and a 101 ROA in 2025. So this top-of-peer performance has translated into top-of-peer share price performance and total return performance as well. If you look at 10-year total return, which would include share price, plus fully reinvested dividends, our investment is up 106% versus, Southeast banks at 62% and all U.S. banks at 68%. If you look at 15-year just price performance, First Banc shares is up 187%, whereas Southeast banks are up 120%, and U.S. banks are up 97%. So I'm happy to report that your company is in great shape in order to take its full advantage of the growth opportunities that the market will provide. We have a liquid balance sheet that's well capitalized. We have a strong earnings stream and a great management team. So with that, that will conclude my report to the shareholders. At this time, we will address questions that have been submitted during the meeting, if any. There were no questions to discuss during the meeting. Thank you for your time, and thank you for your attendance. This concludes the meeting, and you may now disconnect.
Loading workspace