(Exact Name of Registrant as Specified in Charter)
________________________
Texas
001-35854
13-4219346
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
7777 Henneman Way
McKinney, TX75070-1711
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(972) 562-9004
Not Applicable
(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:
☐ 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(s)
Name of Exchange on Which Registered
Common Stock, par value, $0.01 per share
IBTX
NASDAQ Global Select Market
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company☐
If an emerging growth company, indicate by checkmark 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 26, 2022, the Company held its Annual Meeting for which the Board of Directors solicited proxies.There were 39,071,711 shares of the Company’s common stock represented in person or by proxy at the meeting, constituting 91.76% of outstanding shares of common stock on April 8, 2022, the record date for the Annual Meeting.The matters voted upon at the Annual Meeting and the final voting results are set forth below:
Proposal 1:To Elect Four Directors of the Company.
Each of the nominees under this proposal were nominated to be elected as Class III directors.All four of these nominees were duly elected to the Company’s Board of Directors, with shareholders casting votes as follows:
For
Against/Withhold
Abstain
Broker Non-Votes
Proposal 1:
David R. Brooks
33,070,120
2,759,927
16,599
3,225,065
Alicia K. Harrison
34,031,098
1,796,015
19,533
3,225,065
J. Webb Jennings, III
33,220,364
2,609,456
16,826
3,225,065
Paul E. Washington
33,327,097
2,497,296
22,253
3,225,065
Proposal 2:To conduct a Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”).
This proposal to conduct a non-binding, advisory vote regarding the compensation of the Company’s named executive officers was approved, on an advisory basis, with shareholders casting votes as follows:
For
Against/Withhold
Abstain
Broker Non-Votes
Proposal 2:
35,521,135
245,192
80,319
3,225,065
Proposal 3: Approval of the 2022 Equity Incentive Plan
For
Against/Withhold
Abstain
Broker Non-Votes
Proposal 3:
34,188,491
1,616,663
41,492
3,225,065
Proposal 4:To Ratify the Appointment of RSM US LLP as the Company’s Independent Registered Public Accountants for the Year Ending December 31, 2022.
For
Against/Withhold
Abstain
Broker Non-Votes
Proposal 4:
38,610,577
391,255
69,879
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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.
