Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As previously announced by First Mid Bancshares, Inc. (the "Company"), effective as of the commencement of the 2023 Annual Meeting of Stockholders of the Company (the "Annual Meeting") on April 26, 2023, the Company's Board of Directors (the "Board") accepted Steven L. Grissom's retirement from the Board, and the committees on which Mr. Grissom served, namely the audit committee, the compensation committee and the nominating and governance committee, and Mr. Grissom did not stand for re-election at the Annual Meeting because he reached the mandatory retirement age of 70 during his term expiring at the Annual Meeting. The Board's mandatory retirement policy permits directors to serve for the full term in which they reach age 70.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2023 Annual Meeting of Stockholders of the Company was held on April 26, 2023. At the Annual Meeting, there were present in person and by proxy holders 14,545,957 shares of Common Stock of the Company, representing approximately 71% of the total votes eligible to be cast, constituting a majority and more than a quorum of the outstanding shares entitled to vote.

The matters considered and voted on by the Company's stockholders at the Annual Meeting and the vote of the stockholders was as follows:

Proposal 1: Election of Directors. Two directors were elected at the Annual Meeting, each for a three-year term. The results of voting at the Annual Meeting were as follows:


                   Votes For  Votes Withheld Broker Non-Votes
J. Kyle McCurry    14,171,815    374,141            -
Mary J. Westerhold 13,799,448    746,508            -

Proposal 2: Advisory Vote on Executive Compensation. With respect to the advisory vote to approve the compensation of the Company's named executive officers described in the Company's proxy statement, the number of votes cast for and against, as well as the number of broker non-votes and abstentions, were as follows:

Votes For Votes Against Broker Non-Votes Abstentions 14,040,700 320,854

           -           184,401

Proposal 3: Advisory Vote on the Frequency of the Executive Compensation Vote. With respect to the advisory vote as to whether the stockholder vote to approve named executive officer compensation should occur yearly, every two years or every three years, the number votes cast for the "Yearly," "Every Two Years" and "Every Three Years" frequencies, as well as the number of broker non-votes and abstentions, were as follows:

Yearly Every Two Years Every Three Years Broker Non-Votes Abstentions 5,589,990 781,093 8,091,488

            -           83,380

The Company will hold another advisory vote on the compensation of its named executive officers in three years in accordance with the frequency receiving the most votes.

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