DESCRIPTION OF REGISTRANTS SECURITIES
As of December 31, 2019, First Financial Bankshares, Inc. (the Company, we, or our) had one class of securities, our common stock, par value $0.01 per share (common stock), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act).
DESCRIPTION OF COMMON STOCK
We are incorporated in the State of Texas. The rights of our shareholders are generally covered by Texas law and our Amended and Restated Certificate of Formation (the certificate of formation) and our Amended and Restated Bylaws, as amended (the bylaws). The terms of our common stock are therefore subject to Texas law, including the Texas Business Organizations Code (the TBOC), the common and constitutional law of Texas and federal law governing bank holding companies.
The following description of our common stock is a summary and is subject to, and is qualified in its entirety by reference to, the provisions of our certificate of formation and our bylaws. For more detailed information about the rights of our common stock, you should refer to our certificate of formation and bylaws and the applicable provisions of Texas law, including the TBOC, for additional information.
Authorized Capital Stock
We are authorized to issue 200,000,000 shares of common stock, par value $0.01 per share. All outstanding shares of our common stock are fully paid and non-assessable.
Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote at a meeting of shareholders. No shareholder has the right of cumulative voting.
If a quorum exists, action on any matter, including the election of directors, shall be approved by the affirmative vote of a majority of the votes cast, unless our certificate of formation, bylaws or the TBOC require a greater number of affirmative votes. In the event that the number of director nominees exceeds the number of directors to be elected, the directors (not exceeding the authorized number of directors as fixed by the board of directors in accordance with our certificate of formation or bylaws) shall be elected by a plurality of the voting power of the shares entitled to vote who are present, in person or by proxy, at any such meeting and entitled to vote on the election of directors. Our bylaws provided that a majority of the votes cast means that the number of shares voted for a proposal, including the election of directors, must exceed the number of shares voted against, or withheld for, that proposal, and an abstention shall not constitute a vote cast.
No Preemptive or Similar Rights
Our common stock has no preemptive or conversion rights and is not entitled to the benefits of any redemption or sinking fund provision.
Holders of our common stock are entitled to dividends when, as and if declared by our board of directors out of funds legally available for dividends.