FCCO Shareholder/Stockholder Letter Transcript:
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2026
Dear Fellow Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders of First Community Corporation, the
holding company for First Community Bank. At the meeting, we will report on our performance in 2025 and answer
your questions. We look forward to discussing both our accomplishments and our plans with you.
This letter serves as your official notice that we will hold the meeting on May 20, 2026 at 11:00 a.m. local time, at our
principal executive office located at 5455 Sunset Blvd., Lexington, South Carolina 29072 for the following purposes:
1.
To elect as directors the nine nominees named in the accompanying proxy statement;
2.
To approve the compensation of our named executive officers as disclosed in the accompanying proxy
statement (this is a non-binding, advisory vote) ( Say-on-Pay );
3.
To ratify the appointment of Elliott Davis, LLC as our independent registered public accountants for 2026; and
4.
To transact any other business that may properly come before the meeting or any adjournment of the meeting.
Shareholders owning shares of our common stock at the close of business on March 13, 2026 are entitled to attend and
vote at the meeting. A list of these shareholders will be available at our principal executive office prior to the meeting.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting. This year, we are
taking advantage of the rules of the U.S. Securities and Exchange Commission ( SEC ) that allow us to furnish our
proxy materials over the Internet. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials
over the Internet, rather than mailing a full paper set of the materials. We anticipate that the Notice of Internet
Availability of Proxy Materials will first be sent to shareholders on or before April 10, 2026. The Notice of Internet
Availability of Proxy Materials contains instructions on how to access our proxy materials on the Internet, as well as
instructions on obtaining a paper or e-mail copy of the proxy materials. This process will reduce our costs to print and
distribute our proxy materials, while also reducing our environmental impact.
You have a number of ways to vote in addition to voting by ballot if you are present in person at the meeting, and we
encourage you to use them. We encourage you to vote as soon as possible by telephone or through the Internet, or, if you
requested or received printed proxy materials, by signing, dating and mailing your proxy card in the envelope enclosed.
Telephone and Internet voting permit you to vote at your convenience, 24 hours a day, seven days a week. If your shares
are held in the name of a bank, broker or other holder of record, you are considered the beneficial owner of shares held in
street name, and you will receive instructions from such holder of record that you must follow for your shares to be
voted. Please follow those instructions carefully. Also, please note that if the holder of record of your shares is a bank,
broker or other nominee and you wish to vote in person at the annual meeting, you must request a legal proxy or broker s
proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification
at the annual meeting.
Please use this opportunity to take part in our affairs by voting on the business to come before this meeting.
By order of the Board of Directors,
C. Jimmy Chao
Chairman of the Board
Michael C. Crapps
President and Chief Executive Officer
5455 Sunset Blvd., Lexington, South Carolina 29072
Telephone: (803) 951-2265 / Fax: (803) 358-6900
FIRST COMMUNITY CORPORATION
5455 Sunset Blvd. Lexington, South Carolina 29072
Proxy Statement, dated April 7, 2026, for Annual Meeting of Shareholders to be Held on May 20, 2026
The board of directors of First Community Corporation, we, us, our, or the company, is furnishing
this proxy statement to solicit proxies for use at our 2026 Annual Meeting of Shareholders. This proxy statement
contains important information for you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully. We anticipate that the Notice of Internet Availability of Proxy
Materials will first be sent to shareholders on or about April 10, 2026. The proxy statement and the form of proxy
relating to the annual meeting are first being made available to shareholders on or about April 10, 2026.
Voting Information
Our board of directors set March 13, 2026 as the record date for the meeting. Shareholders owning
shares of our common stock at the close of business on that date are entitled to attend and vote at the meeting,
with each share entitled to one vote on all matters voted on at the meeting. There were 9,366,626 shares of
common stock outstanding on the record date.
Quorum and Adjournment
A majority of the issued and outstanding shares of common stock entitled to vote at the meeting will
constitute a quorum. If a quorum is not present or represented at the meeting, the shareholders entitled to vote,
present in person or represented by proxy, shall have the power to adjourn the meeting, without notice other
than announcement at the meeting, until a quorum is present or represented. At an adjourned meeting at which a
quorum is present or represented, any business may be transacted which might have been transacted at the
meeting as originally notified. Once a share is represented for any purpose at a meeting it is deemed present for
quorum purposes unless a new record date is set. We will count abstentions and broker non-votes, which are
described below, in determining whether a quorum exists.
Shares Held in Street Name
Many of our shareholders hold their shares through a broker, bank, or other nominee rather than
directly in their own name. If you hold our shares in a stock brokerage account or by a bank or other nominee,
you are considered the beneficial owner of shares held in street name, and your broker, bank or nominee, who is
considered the shareholder of record with respect to those shares, is forwarding these materials to you. As the
beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote and are also
invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote
these shares in person at the meeting unless you obtain a signed proxy from the shareholder of record giving
you the right to vote the shares. Your broker, bank, or other nominee has enclosed or provided a voting
instruction card for you to use to direct your broker, bank, or other nominee how to vote these shares.
If a share is represented for any purpose at the annual meeting by the presence of the registered owner
or a person holding a valid proxy for the registered owner, it is deemed to be present for the purpose of
establishing a quorum. Therefore, valid proxies which are marked Abstain or Withhold or as to which no
vote is marked, including broker non-votes (which are described below), will be included in determining
whether a quorum is present at the annual meeting.
Appointed Proxies
When you sign the proxy card, you appoint D. Shawn Jordan and John F. (Jack) Walker, IV as your
representatives at the meeting. Messrs. Jordan and Walker will vote your proxy as you have instructed them on
the proxy card. If you submit a proxy without indicating how your shares should be voted, Messrs. Jordan and
Walker will vote your proxy for the election to the board of directors of all nominees listed below under
Election of Directors, for the approval of the compensation of our named executive officers as disclosed in
this proxy statement (this is a non-binding, advisory vote), and for the ratification of the appointment of our
independent registered public accountants for the year ending December 31, 2026. We are not aware of any
other matters to be considered at the meeting. However, if any other matters come before the meeting, Messrs.
Jordan and Walker will vote your proxy on such matters in accordance with their judgment.
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Required Vote
Assuming that a quorum is present:
Proposal No. 1: Election of Directors. Our directors will be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled to vote on the
election of directors. This means that the nominees who receive the highest number of votes are
selected as directors up to the maximum number of directors to be elected at the meeting. There is
no cumulative voting with respect to the election of directors. Abstentions, broker non-votes or the
failure to return a signed proxy will not be counted and will have no impact on the election of a
director. A shareholder may vote FOR or WITHHOLD authority to vote for each of the
nominees. If a shareholder withholds authority to vote with respect to one or more director
nominees, such vote will have no effect on the election of such nominees.
Proposal No. 2: Non-Binding, Advisory Vote on Compensation of the Named Executive Officers.
The proposal will be approved if the number of shares of common stock voted in favor of the
matter exceeds the number of shares of common stock voted against the matter. This vote is
advisory and will not be binding upon our board of directors. However, the Human Resources and
Compensation Committee (which we refer to in this proxy statement as the compensation
committee ) and the board of directors will take into account the outcome of the vote when
considering future executive compensation arrangements. If a shareholder submits a proxy but
does not specify how he or she would like it to be voted, then the proxy will be voted FOR the
approval of the compensation of our named executive officers. Abstentions, broker non-votes, and
the failure to return a signed proxy will have no effect on the outcome of the votes on this matter.
Proposal No. 3: Ratification of the Appointment of Elliott Davis, LLC. The proposal will be
approved if the number of shares of common stock voted in favor of the matter exceeds the
number of shares of common stock voted against the matter. If a shareholder submits a proxy but
does not specify how he or she would like it to be voted, then the proxy will be voted FOR the
ratification of the appointment of Elliott Davis, LLC as our independent registered public
accountants for the year ending December 31, 2026. Abstentions, broker non-votes, and the failure
to return a signed proxy will have no effect on the outcome of the votes on this matter.
Revocability of Proxies and Changes to Your Vote
If you are a shareholder of record (i.e., you hold your shares directly instead of through a brokerage
account), you may revoke your proxy or change your vote by
signing and delivering another proxy with a later date,
voting in person at the meeting, or
voting again over the Internet or by telephone prior to 11:59 pm, Eastern Time, on May 19, 2026.
If you hold your shares through a brokerage account, you must contact your brokerage firm to revoke
your proxy. Further, if you hold your shares in street name, your brokerage firm may vote your shares under
certain circumstances. Brokerage firms have authority under stock exchange rules to vote their customers
unvoted shares on certain routine matters. We expect that brokers will be allowed to exercise discretionary
authority for beneficial owners who have not provided voting instructions ONLY with respect to Proposal No. 3
Ratification of the Appointment of Elliott Davis, LLC but not with respect to any of the other proposals to be
voted on at the annual meeting. If you hold your shares in street name, please provide voting instructions to
your broker, bank or other nominee so that your shares may be voted on all other proposals.
Solicitation of Proxies
The proxy for our annual meeting is being solicited on behalf of our board of directors. Proxies may be
solicited by our directors, officers and other employees in person or by telephone, facsimile or other means of
electronic communication. Directors, officers and employees will receive no compensation for these activities
in addition to their regular compensation, but may be reimbursed for out-of-pocket expenses in connection with
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such solicitation. We will bear the entire cost of soliciting proxies from you. In addition to the delivery of proxy
materials by mail, we may request banks, brokers and other record holders to send proxies and proxy materials
to the beneficial owners of our common stock and secure their voting instructions and will reimburse them for
their reasonable expenses in so doing.
Important Notice of Internet Availability
This proxy statement and the accompanying 2025 Annual Report on Form 10-K are available to the
public for viewing on the Internet at www.proxyvote.com. Pursuant to the SEC Notice and Access rules, we
are furnishing our proxy materials to our shareholders over the Internet instead of mailing each of our
shareholders paper copies of those materials. As a result, we will send our shareholders by mail a Notice of
Internet Availability of Proxy Materials, which we refer to as the Notice, containing instructions on how to
access our proxy materials over the Internet and how to vote. The Notice is not a ballot or proxy card and
cannot be used to vote your shares of common stock. The Notice also tells you how to access your proxy
card to vote on the Internet. If you received a Notice by mail and would like to receive a printed or emailed
copy of the proxy materials, please follow the instructions included in the Notice. You will not receive paper
copies of the proxy materials unless you request the materials by following the instructions on the Notice.
If you own shares of common stock in more than one account for example, in a joint account with
your spouse and in your individual brokerage account you may have received more than one Notice. To vote
all of your shares of common stock, please follow each of the separate proxy voting instructions that you
received for your shares of common stock held in each of your different accounts.
Availability of Information; Householding
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements and annual reports, or Notices Regarding the Availability of Proxy Materials, if
applicable, with respect to two or more shareholders sharing the same address by delivering a single proxy statement
and annual report, or Notice Regarding the Availability of Proxy Materials, if applicable, addressed to those
shareholders. This process, which is commonly referred to as householding, potentially means extra convenience
for shareholders and cost savings for companies. In accordance with these rules, only one proxy statement and annual
report, or Notice Regarding the Availability of Proxy Materials, if applicable, will be delivered to multiple
shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders.
Shareholders who currently receive multiple copies of the proxy statement and annual report, or Notice
Regarding the Availability of Proxy Materials, if applicable, at their address and would like to request
householding of their communications should contact their broker if they are beneficial owners or direct their
request to us at the contact information below if they are registered holders.
If, at any time, you no longer wish to participate in householding and would prefer to receive a
separate proxy statement and annual report, or Notice Regarding the Availability of Proxy Materials, if
applicable, please notify your broker, if you are a beneficial owner or, if you are a registered holder, direct your
written request to the contact information below.
Upon written or oral request, we will promptly deliver a separate copy of our annual report on Form
10-K or this proxy statement to our shareholders at a shared address to which a single copy of the document was
delivered. Please address such requests to us at the contact information below.
First Community Corporation
Attention: Corporate Secretary
5455 Sunset Blvd.
Lexington, South Carolina 29072
Telephone: (803) 951-0500
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Proposal No. 1
Election of Directors
Our board of directors currently consists of 14 members divided into three classes with staggered
terms, so that approximately one-third of the board is elected each year. Following the merger with Signature
Bank of Georgia and the related reconstitution and reclassification of the board, nine directors are standing for
election at the 2026 annual meeting in order to preserve the company s classified board structure and align
director terms following the merger. Those directors are C. Jimmy Chao, Michael C. Crapps, Fred J. Deutsch,
Jan H. Hollar, W. James Kitchens, Jr., Jonathan W. Been, J. Ted Nissen, Thomas C. Brown and Roderick M.
Todd, Jr.
Our current directors and their classes are:
Class I
Thomas C. Brown*
Mickey E. Layden
E. Leland Reynolds
Roderick M. Todd, Jr.*
Class II
C. Jimmy Chao*
Michael C. Crapps*
Fred J. Deutsch*
Jan H. Hollar*
W. James Kitchens, Jr.*
Class III
Jonathan W. Been*
Ray E. Jones
J. Ted Nissen*
Jane S. Sosebee
Alexander Snipe, Jr.
Standing for re-election by the shareholders at the meeting.
In connection with the merger with Signature Bank of Georgia, we reconstituted the board, appointed
Jonathan W. Been and Fred J. Deutsch to the board pursuant to the terms of the merger, and reclassified director
classes to align post-merger term expirations while preserving the company s classified board structure.
Accordingly, notwithstanding their current class designations, the nominees for election at the annual meeting
include (i) directors whose original terms expire at the 2026 annual meeting, (ii) directors whose election was
accelerated in connection with the post-merger reclassification of the board, and (iii) Messrs. Been and Deutsch,
who were appointed in connection with the merger and are standing for their initial election by shareholders.
The reclassification was undertaken solely to align director terms following the merger while preserving the
company s classified board structure, and no director s term was extended as a result of the reclassification.
The following five nominees, C. Jimmy Chao, Michael C. Crapps, Fred J. Deutsch, Jan H. Hollar and
W. James Kitchens, Jr., if elected, will serve as Class II directors for terms expiring at the 2029 annual meeting.
The board recommends that you vote FOR each of these nominees.
The following two nominees, Jonathan W. Been and J. Ted Nissen, if elected, will serve as Class III
directors for terms expiring at the 2027 annual meeting. The board recommends that you vote FOR each of
these nominees.
The following two nominees, Thomas C. Brown and Roderick M. Todd, Jr., if elected, will serve as
Class I directors for terms expiring at the 2028 annual meeting. The board recommends that you vote FOR each
of these nominees.
If a quorum is present, directors will be elected by a plurality of the votes cast at the meeting. This
means the nine nominees receiving the highest number of votes cast will be elected as directors. There is no
cumulative voting for the election of directors. Abstentions, broker non-votes, and failure to return a signed
proxy will have no effect on the outcome of the vote on this matter. You may vote FOR or WITHHOLD
authority to vote for each nominee. A vote to WITHHOLD authority with respect to one or more nominees
will not affect the outcome of the election of those nominees. If you submit a proxy but do not specify how your
shares should be voted, Messrs. Jordan and Walker will vote your proxy FOR the election of each of the
nominees named in this proxy statement. If any of these nominees becomes unable or unwilling to serve (which
we do not anticipate), Messrs. Jordan and Walker will vote instead for a replacement nominee recommended by
the board of directors, unless you specifically instruct otherwise in your proxy.
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4/7/2026 Letter Continued (Full PDF)