Hilltop Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 24, 2025, Hilltop Holdings Inc., or the Company, held its 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting. At the 2025 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 13 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, 2025. The voting results of the 2025 Annual Meeting are presented below.
Proposal No. 1: The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
| Name | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Rhodes R. Bobbitt | 29,751,107 | - | 20,342,230 | 5,956,093 | ||||||||||||
| Tracy A. Bolt | 33,559,732 | - | 16,533,605 | 5,956,093 | ||||||||||||
| J. Taylor Crandall | 25,931,915 | - | 24,161,422 | 5,956,093 | ||||||||||||
| Hill A. Feinberg | 33,040,067 | - | 17,053,270 | 5,956,093 | ||||||||||||
| Jeremy B. Ford | 33,345,406 | - | 16,747,931 | 5,956,093 | ||||||||||||
| Lee Lewis | 32,316,981 | - | 17,776,356 | 5,956,093 | ||||||||||||
| Tom C. Nichols | 34,073,683 | - | 16,019,654 | 5,956,093 | ||||||||||||
| W. Robert Nichols, III | 20,057,239 | - | 30,036,098 | 5,956,093 | ||||||||||||
| Kenneth D. Russell | 31,208,578 | - | 18,884,759 | 5,956,093 | ||||||||||||
| A. Haag Sherman | 28,299,520 | - | 21,793,817 | 5,956,093 | ||||||||||||
| Jonathan S. Sobel | 33,558,919 | - | 16,534,418 | 5,956,093 | ||||||||||||
| Robert C. Taylor, Jr. | 25,739,196 | - | 24,354,141 | 5,956,093 | ||||||||||||
| Carl B. Webb | 32,665,434 | - | 17,427,903 | 5,956,093 | ||||||||||||
Proposal No. 2: The stockholders did not approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 21,056,192 | 28,696,186 | 340,959 | 5,956,093 | |||||||||||
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, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 38,816,897 | 658,803 | 16,573,730 | - | |||||||||||
As previously announced, on April 24, 2025, Gerald J. Ford ceased serving as a member of the Board of Directors of the Company and, in connection therewith, was appointed Chairman Emeritus. Effective July 8, 2025, Mr. Ford resigned from his position as Chairman Emeritus of the Company. The Company has been informed that there is a dispute with respect to the authority of Mr. Ford and certain of his representatives to vote 15,544,674 shares beneficially owned by Diamond A Financial, L.P. (the “Disputed Shares”). If, in light of such dispute, the votes of the Disputed Shares were disregarded, the results disclosed above would be different, but there would be no change to the outcome of Proposal No. 1 or Proposal No. 3.
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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.
| Hilltop Holdings Inc., | ||||
| a Maryland corporation | ||||
| Date: July 29, 2025 | By: | /s/ Corey G. Prestidge | ||
| Name: | Corey G. Prestidge | |||
| Title: | Executive Vice President, | |||
| General Counsel & Secretary | ||||
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