Amerant Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
$AMTB
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Finance
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 7, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 7, 2025, Amerant Bancorp Inc. (the “Company”) held its 2025 annual meeting of shareholders (the "Annual Meeting"). There were 32,556,171.67 shares of Class A voting common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 83.51% of the 38,986,099 outstanding shares of Class A voting common stock on March 10, 2025, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect directors to serve until the 2026 annual meeting of shareholders. Each nominee received the following votes:
Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
Gerald P. Plush | 27,634,107.66 | 541,773 | 16,810 | 4,363,481.01 | ||||||||||||||||||||||
Pamella J. Dana | 23,528,156.66 | 4,648,738 | 15,796 | 4,363,481.01 | ||||||||||||||||||||||
Odilon Almeida Junior | 28,029,891.26 | 144,414 | 18,385 | 4,363,481.01 | ||||||||||||||||||||||
Erin D. Knight | 27,998,971.66 | 189,118 | 4,601 | 4,363,481.01 | ||||||||||||||||||||||
Lisa Lutoff-Perlo | 28,029,923.66 | 144,382 | 18,385 | 4,363,481.01 | ||||||||||||||||||||||
Gustavo Marturet M. | 22,950,581.66 | 5,227,887 | 14,222 | 4,363,481.01 | ||||||||||||||||||||||
John W. Quill | 28,001,351.66 | 172,389 | 18,950 | 4,363,481.01 | ||||||||||||||||||||||
Ashaki Rucker | 27,808,870.66 | 369,641 | 14,179 | 4,363,481.01 | ||||||||||||||||||||||
Oscar Suarez | 27,846,692.66 | 332,372 | 13,626 | 4,363,481.01 | ||||||||||||||||||||||
Millar Wilson | 24,069,879.66 | 4,119,304 | 3,507 | 4,363,481.01 | ||||||||||||||||||||||
All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as a director until the 2026 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”) — Say-on-Pay received the following votes:
For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
23,121,578.66 | 5,016,042 | 55,070 | 4,363,481.01 | ||||||||||||||||||||
At the Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers — Say-on-Pay.
Proposal No. 3: The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 received the following votes:
For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
32,392,407.67 | 161,319 | 2,445 | --- | ||||||||||||||||||||
At the Annual Meeting, the shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Item 8.01 Other Events
On May 7, 2025, the Board of Directors of the Company (the “Board”) unanimously reappointed Gerald (“Jerry”) P. Plush to serve as Chairman of the Board.
The independent members of the Board also unanimously appointed Odilon Almeida Junior to serve as Lead Independent Director and chair of the Corporate Governance, Nominating and Sustainability Committee. Mr. Almeida Junior has been a member of the Company’s board of directors since January 2025 and is the Managing Principal of AJ. Holdings Co. and former President and Chief Executive Officer of ACI Worldwide (NASDAQ: ACIW). Mr. Almeida Junior succeeds Pamella J. Dana, who has served as Lead Independent Director since June 2022. Dr. Dana will continue her service as a member of the Board.
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.
| Date: May 7, 2025 | Amerant Bancorp Inc. | |||||||||||||
| By: | /s/ Julio V. Pena | |||||||||||||
| Name: Julio V. Pena | ||||||||||||||
| Title: Executive Vice President, Associate General Counsel and Corporate Secretary | ||||||||||||||