Primis Financial (FRST) Proxy Filing summary

Voting matters and shareholder proposals

• Amendment to declassify the Board requires a majority of outstanding Common Stock; abstentions and broker non-votes count as votes against this proposal.

• Approval of the Omnibus Incentive Plan and say-on-pay proposal requires a majority of shares present or represented by proxy; broker non-votes have no effect, but abstentions count as votes against.

• Ratification of the independent auditor requires a majority of shares present or represented by proxy; abstentions count as votes against, and broker non-votes are not expected.

• Clarifications provided on the effect of abstentions and broker non-votes for each proposal.

Board of directors and corporate governance

• Proposal to amend articles of incorporation to declassify the Board, moving from a classified to a non-classified structure.

Executive compensation and say-on-pay

• Advisory (non-binding) vote on executive compensation included; approval requires a majority of shares present or represented by proxy.

• Abstentions count as votes against the say-on-pay proposal; broker non-votes have no effect.