Current Report Filing (8-k)
2023年5月18日 - 2:26AM
Edgar (US Regulatory)
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2023-05-15
2023-05-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2023
INTERNATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in
its charter)
Texas |
|
000-9439 |
|
74-2157138 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer Identification No.) |
1200 San Bernardo, Laredo, Texas |
|
78040-1359 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (956) 722-7611
None
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 250.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which registered: |
Common Stock, $1.00 par value |
|
IBOC |
|
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On May 15, 2023, International
Bancshares Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), at
which the Company submitted the following proposals to its shareholders for a vote:
| (1) | To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors
are duly elected and qualified; |
| (2) | To ratify the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year
ending December 31, 2023; and |
| (3) | To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s
named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement. |
The following table lists the final
voting results for Proposals 1, 2, and 3 at the Annual Meeting:
| |
For | | |
Against | | |
Abstain | | |
Broker Non-
Votes | |
Election of Directors: | |
| | | |
| | | |
| | | |
| | |
Javier de Anda | |
| 51,760,260 | | |
| 249,080 | | |
| 19,495 | | |
| 7,471,368 | |
Douglas B. Howland | |
| 43,873,562 | | |
| 8,133,450 | | |
| 21,823 | | |
| 7,471,368 | |
Rudolph M. Miles | |
| 51,700,758 | | |
| 306,254 | | |
| 21,823 | | |
| 7,471,368 | |
Dennis E. Nixon | |
| 50,337,254 | | |
| 1,677,910 | | |
| 13,672 | | |
| 7,471,368 | |
Larry A. Norton | |
| 44,450,910 | | |
| 7,559,000 | | |
| 18,925 | | |
| 7,471,368 | |
Roberto R. Reséndez | |
| 47,828,671 | | |
| 4,183,019 | | |
| 17,146 | | |
| 7,471,368 | |
Antonio R. Sanchez, Jr. | |
| 51,301,816 | | |
| 693,331 | | |
| 33,689 | | |
| 7,471,368 | |
Diana G. Zuniga | |
| 48,200,757 | | |
| 3,809,963 | | |
| 18,116 | | |
| 7,471,368 | |
| |
| | | |
| | | |
| | | |
| | |
Ratification of RSM US LLP | |
| 56,008,964 | | |
| 134,191 | | |
| 196,802 | | |
| 3,160,246 | |
| |
| | | |
| | | |
| | | |
| | |
Non-binding Advisory Resolution on Compensation | |
| 51,561,925 | | |
| 381,809 | | |
| 85,101 | | |
| 7,471,368 | |
Based on the foregoing results, each
of the above director nominee was elected by a majority vote standard, which is the voting standard required by the Company’s Articles
of Incorporation for uncontested director elections. Proposals 2 and 3 were also approved by majority vote.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
INTERNATIONAL BANCSHARES CORPORATION |
|
(Registrant) |
|
|
|
By: |
/s/ Dennis E.
Nixon |
|
|
Dennis E. Nixon, President and Chief Executive Officer |
|
|
Date: May 17, 2023
International Bancshares (NASDAQ:IBOC)
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