Hello, welcome to the annual meeting of shareholders of Business First Bancshares, Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Jude Melville, Chairman of the Board. Mr. Melville, the floor is yours.
Morning, ladies and gentlemen, and welcome to the 2026 Annual Meeting of Shareholders of Business First Bancshares. I'm Jude Melville, Chairman of the Board of Business First Bancshares, and I will act as chairman of this meeting. Being able to hear from our shareholders is important to us. Although our shareholders who are attending virtually will not be able to speak verbally during the meeting today, you have two ways to ask questions or make statements. First, when you registered to participate in the virtual meeting, you were given an opportunity to submit a question in writing. If any questions were submitted, to the extent appropriate, we'll read them aloud and respond to them later in the meeting. Second, you can submit a question in writing during this meeting through the Q&A function on the virtual meeting website.
We will also use the Q&A function to receive seconds to motions to the extent not received in person in the boardroom. As with the questions submitted during the registration process, we will read and respond to appropriate questions later in the meeting. A couple of other housekeeping announcements. First, there are several documents that you may want to access during the meeting. When you registered, you should have received a copy of the agenda and rules of conduct for today's meeting. The company's proxy statement and annual report are located on your screen now, and you can click on each document to access it. We ask that in fairness to all shareholders attending this meeting, you honor the rules of conduct. Please take a moment to familiarize yourself with the rules.
In accordance with the notice of this meeting that was previously delivered to all of our shareholders, I hereby call this meeting to order. There are three items of business on this morning's agenda. Number one, to elect 16 directors to serve on the board of directors of the company until the company's 2027 annual meeting of shareholders or until their successors are duly elected and qualified. two, to approve on a non-binding advisory basis the compensation of the company's NEOs' say- on- pay proposal. Number three, to ratify the appointment of Forvis Mazars LLP as the independent registered public accounting firm of the company for the year ending December 31st, 2026. Before we proceed with the formal business of this meeting, I'd like to make a few introductions.
First, I would like to introduce to you the directors of our holding company and bank, in addition to me, all of whom have joined this meeting today, either virtually or in person. As I mentioned earlier, I'm Jude Melville. I'm Chairman, President, and Chief Executive Officer of our holding company, and Chairman and Chief Executive Officer of b1BANK. Also joining us are George W. Cummings III, Ricky D. Day, John P. Ducrest, Mark P. Folse, William G. Hall, J. Vernon Johnson, Rolfe H. McCollister Jr., Patrick E. Mockler, David A. Montgomery Jr., Arthur J. Price, Aimee Quirk, Alejandro Sanchez, Zeenat Sidi, Keith A. Tillage, Steven G. White. Next, I'd like to introduce the bank's executive officers who are attending this meeting. Greg Robertson, Executive Vice President, Chief Financial Officer. Jerry Vascocu, Executive Vice President, President. Philip Jordan, Executive Vice President, Chief Banking Officer.
Keith Mansfield, Executive Vice President, Chief Operations Officer. Kathryn Manning, Executive Vice President and Chief Risk Officer. Warren McDonald, Executive Vice President, Chief Credit Officer. Saundra Strong, Executive Vice President, General Counsel, and Corporate Secretary. Jack Carter, Executive Vice President, Correspondent Banking. Heather Roemer, Executive Vice President, Chief Administrative Officer. We appreciate the hard work and dedication of all of our directors and employees. Finally, I would like to also introduce our guests that have been invited to attend today's meetings. Matthew Cannon and Steven Khoury with Forvis Mazars LLP, our independent auditors. Tammie Marshall for Computershare Trust Company, our transfer agent. Following the formal part of this meeting, there'll be a question and answer session. We will now proceed with the formal business of this meeting. Saundra Strong will act as Secretary of this meeting, and I will announce the tabulation of the, or excuse me.
She will announce the tabulation of the votes. Saundra Strong and Tammie Marshall of Computershare have been appointed and agreed to serve as vote inspectors for this meeting and will conduct a formal tabulation of the votes. All persons who are shareholders of record as of March 27th, 2026, record date for this meeting, are entitled to vote at this meeting. Ms. Strong, as Secretary of this meeting, please report on the notice of this meeting and the affidavit as to mailing.
Mr. Chairman, I present to the meeting the following documents. First is a certified list of the shareholders of the company as of the close of business on the record date. The second is an affidavit as to the mailing on or about April 8, 2026, the first, a notice of this meeting, and second, a notice of the internet availability of proxy material. I'm pleased to report that at least a majority of the outstanding shares of Business First Bancshares common stock are represented either in person or by proxy at this meeting, and accordingly, a quorum is present, and we are authorized to proceed with the business of this meeting.
Thank you, Saundra. Please file these materials with the minutes of the meeting. Secretary has reported the existence of a quorum at this meeting. Accordingly, we will proceed with the formal business. I now declare the polls open for voting at this 2026 annual meeting of shareholders. If you wish to vote at the meeting and have not yet done so, you should do so now. If you had previously submitted a proxy, then your vote has already been recorded, and you do not need to vote during this meeting unless you wish to change your vote. Polls will remain open until immediately after any discussion on today's proposals. First item on the agenda for this meeting is the election of 16 individuals to serve as directors of Business First Bancshares. I now call on Saundra Strong, the company's General Counsel and Secretary of this meeting, to identify the proposal.
Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 8th, 2026, and is presented at this meeting by the board of directors. The proposal is to elect the following 16 nominees to serve as directors of Business First Bancshares, with terms expiring at the 2027 annual meeting of shareholders: George W. Cummings III, Ricky D. Day, John P. Ducrest, Mark P. Folse, William G. Hall, J. Vernon Johnson, Rolfe H. McCollister Jr., David R. Melville III, Patrick E. Mockler, David A. Montgomery Jr., Arthur J. Price, Aimee Quirk, Alejandro Sanchez, Zeenat Sidi, Keith A. Tillage, and Steven G. White.
Our board of directors has recommended that these individuals be elected as directors of Business First Bancshares. Is there a motion?
[inaudible] moved.
Do I hear a second?
Second.
Is there any discussion on the proposal? There being no other nominations properly made in accordance with our bylaws, I declare the nominations closed. Is there any discussion on the proposal? Okay, thank you. There being no further discussion or no discussion, I now call on Saundra Strong to identify the second proposal.
Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 8th, 2026 and is presented at this meeting by the board of directors. The proposal is to approve, on a non-binding advisory basis, the compensation for the company's Named Executive Officers or NEOs.
Our board of directors has recommended the approval, on a non-binding advisory basis, of the compensation of the company's NEOs. Is there a motion?
Moved.
Do I hear a second?
Second.
Is there any discussion on the proposal? Thank you. There being no discussion, I now call on Saundra Strong to identify the third proposal.
Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 8th, 2026 and is presented at this meeting by the board of directors. The proposal is to ratify the appointment of Forvis Mazars LLP as the auditor for Business-
The company for the year ending December 31st, 2026. The board has recommended that the appointment be ratified by our shareholders at this meeting. Do I hear a motion that the appointment of Forvis Mazars LLP be ratified by the shareholders?
[inaudible] moved.
Second.
Is there any discussion on the proposal? Okay, there being no discussion, we will now proceed with voting on the proposals. Will the secretary please identify the voting required on the proposals?
Mr. Chairman, with respect to the proposal to elect directors, our directors will be elected by a majority vote. Therefore, if each of the 16 nominees, they will be elected to our board of directors if they receive at least a majority of the votes cast, either in person or by proxy at this meeting. The proposal to approve, on a non-binding advisory basis, the compensation of the company's NEOs will be adopted if the votes cast in favor of the proposal exceed the votes cast against the proposal. The ratification of Forvis Mazars LLP as our independent auditor for the year ending December 31st, 2026, requires the approval of at least a majority of the votes cast, either in person or by proxy at this meeting.
Unless there are any questions regarding the voting procedures, we will close the poll shortly. If you wish to vote and have not done so, now is the time to vote, either in person or through the virtual website meeting. If you previously voted and do not wish to change your vote, you do not need to vote at this meeting. If you have not yet voted, now is your last chance to vote in person or by using the voting function on the virtual meeting website. If there are any questions regarding the voting procedures, please use the Q&A function to ask them now. There being no further discussion of the proposals, we will now close the polls. Please vote now if you've not already voted.
Unless we receive a request through the Q&A function of the virtual meeting website to extend the period for casting ballots within the next 30 seconds, we will close the voting polls. Now I'll pause for 30 seconds. Okay, I now declare the polls closed. I'll now ask that our vote inspectors complete the tabulation of the votes. Madam Secretary, have the vote inspectors completed the tabulation of voting?
Mr. Chairman, based on the voting of shareholder proxies received prior to the meeting, plus the vote inspectors' tabulation of proxies and ballots voted at this meeting in person, I'm pleased to report the following results. The 16 individuals nominated to serve as directors of Business First Bancshares, Inc. have been duly elected. The compensation for the company's NEOs has been duly approved on a non-binding advisory basis. The proposal to ratify the appointment of Forvis Mazars LLP as our auditor for 2026 has been duly approved. Official voting results will be posted in a current report on Form 8-K to be filed with the SEC within four days following this meeting.
Thank you. Following the conclusion of the business portion of this meeting, we'll provide an opportunity for a question and answer session. I'm aware of no other business that should be brought before this meeting. I hereby move that we adjourn the meeting. Is there a second?
Second.
I would like to thank all of you for attending the 2026 annual meeting of shareholders. I'd also like to express my appreciation to all the shareholders who submitted their proxies but were not able to attend the meeting. The directors, officers, and employees of Business First Bancshares appreciate the loyalty and confidence of all of our shareholders. The business portion of this meeting is hereby adjourned. Heather, do we have any questions on the portal? Okay, I'd like to open the floor for anybody in person to ask any questions. Okay, this concludes the 2026 annual meeting of shareholders.
Thank you all for your participation this morning. Thank you.
This concludes the meeting. You may now disconnect.