Form 8-K - Current report

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):

July 25, 2024

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-31987		84-1477939
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6565 Hillcrest Avenue
Dallas, Texas		75205
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(214) 855-2177

(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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		HTH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ¨

Section 5 – Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders.

On July 25, 2024, Hilltop Holdings Inc., or the Company, held its 2024 Annual Meeting of Stockholders, or the 2024 Annual Meeting. At the 2024 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 16 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results at the 2024 Annual Meeting were as follows:

Proposal No. 1:

The stockholders elected the following 16 director nominees to serve on the Company’s Board of Directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.

Name	For		Against		Withheld		Broker Non-Votes
Rhodes R. Bobbitt		49,946,904		-		748,867		5,642,575
Tracy A. Bolt		50,105,136		-		590,635		5,642,575
J. Taylor Crandall		41,322,580		-		9,373,191		5,642,575
Hill A. Feinberg		49,235,324		-		1,460,447		5,642,575
Gerald J. Ford		48,822,793		-		1,872,978		5,642,575
Jeremy B. Ford		49,805,587		-		890,184		5,642,575
J. Markham Green		42,319,894		-		8,375,877		5,642,575
Charlotte Jones		39,398,489		-		11,297,282		5,642,575
Lee Lewis		49,628,880		-		1,066,891		5,642,575
Tom C. Nichols		50,331,918		-		363,853		5,642,575
W. Robert Nichols, III		32,931,039		-		17,764,732		5,642,575
Kenneth D. Russell		46,983,637		-		3,712,134		5,642,575
A. Haag Sherman		39,731,567		-		10,964,204		5,642,575
Jonathan S. Sobel		49,630,082		-		1,065,689		5,642,575
Robert C. Taylor, Jr.		41,969,438		-		8,726,333		5,642,575
Carl B. Webb		49,630,134		-		1,065,637		5,642,575

Proposal No. 2:

The stockholders approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers.

For				Against				Abstain				Broker Non-Votes
	44,598,556				6,068,809				28,406				5,642,575

Proposal No. 3:

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

For				Against				Abstain				Broker Non-Votes
	55,470,625				727,517				140,204				-

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.

	Hilltop Holdings Inc.,
	a Maryland corporation

Date: July 29, 2024	By:	/s/ COREY PRESTIDGE
		Name:	Corey G. Prestidge
		Title:	Executive Vice President,
			General Counsel & Secretary

Cover	Jul. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2024
Entity File Number	1-31987
Entity Registrant Name	Hilltop Holdings Inc.
Entity Central Index Key	0001265131
Entity Tax Identification Number	84-1477939
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	6565 Hillcrest Avenue
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75205
City Area Code	214
Local Phone Number	855-2177
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HTH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false