Item 5 – Other Information
−Removed: 5(a) Matters requiring Disclosure on Current Report Form 8-K
−Removed: The below event occurred within four business days of the filing date of this report and as such, the Company is disclosing the occurrence of the event under this Item 5.
−Removed: Other Information, instead of a separate Current Report on Form 8-K:
−Removed: Item 1.01 – Entry into a Material Definitive Agreement
−Removed: Item 5.02 – Departure of Directors or Certain Officers, Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: The Audit Committee of the Board of Directors of the Company has adopted, and the Board has ratified, the Excess Incentive-Based Compensation Recovery Policy (the “Clawback Policy”) in compliance with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in The Nasdaq Stock Market, LLC Listing Rule 5608 (the “Final Clawback Rules”).
−Removed: The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement to correct a material error, in accordance with the Final Clawback Rules.
−Removed: The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
−Removed: Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded compensation received within a look-back period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement to correct a material error.
−Removed: On November 6, 2023, the Company entered into a First Amendment to Employment and Change of Control Agreement with each of its named executive officers:
−Removed: Moore, Chairman and Chief Executive Officer of the Company;
−Removed: Mayer, Chief Executive Officer and President of First Bank, and President of the Company;
−Removed: Bostian, Executive Vice President and Chief Financial Officer;
−Removed: and Gregory A.
−Removed: Currie, Executive Vice President and Chief Banking Officer for the purposes of implementing compliance by each of the executives with the Clawback Policy.
−Removed: A copy of the form of First Amendment to Employment and Change of Control Agreement is attached hereto as Exhibit 10.a and incorporated herein by reference.
5(c) Trading Arrangements of Section 16 Reporting Persons.
−Removed: During the quarter ended September 30, 2023, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e.
+Added: During the quarter ended March 31, 2024, no person who is required to file reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended, with respect to holdings of, and transactions in, the Company’s common shares (i.e.
directors and certain officers of the Company) maintained, adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1(c) arrangement”, as those terms are defined in Section 229.408 of the regulations of the SEC.
3 unchanged sentences
Management contracts, compensatory plans and arrangements are marked with an asterisk (*).
−Removed: 2.a Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, and is incorporated herein by reference .
3.a Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002 , and are incorporated herein by reference.
−Removed: Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009 , and are incorporated herein by reference.
+Added: Articles of Amendment to the Articles of Incorporation were filed as E xhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009 , and are incorporated herein by reference.
Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010 (Commission File No.
5 unchanged sentences
4.a Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.
−Removed: 10.a Form of First Amendment to Employment and Change of Control Agreement entered into effective November 6, 2023 with each of its named executive officers:
−Removed: Moore, Chairman and Chief Executive Officer of the Company;
−Removed: Mayer, Chief Executive Officer and President of First Bank, and President of the Company;
−Removed: Bostian, Executive Vice President and Chief Financial Officer;
−Removed: and Gregory A.
−Removed: Currie, Executive Vice President and Chief Banking Officer
31.1 Chief Executive Officer Certification Pursuant to 18 U.S.C.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in eXtensible Business Reporting Language (XBRL):
+Added: 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in eXtensible Business Reporting Language (XBRL):
(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
4 unchanged sentences
FIRST BANCORP
−Removed: November 7, 2023 BY:/s/ Richard H.
+Added: May 8, 2024 BY:/s/ Richard H.
Chief Executive Officer
(Principal Executive Officer),
−Removed: November 7, 2023 BY:/s/ Elizabeth B.
+Added: May 8, 2024 BY:/s/ Elizabeth B.
Executive Vice President
and Chief Financial Officer
−Removed: November 7, 2023 BY:/s/ Blaise B.
+Added: May 8, 2024 BY:/s/ Blaise B.
Blaise B, Buczkowski
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.