International Bancshares Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2024, International Bancshares Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2024 (the “Proxy Statement”), 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, 2024; 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 | 52,290,748 | 340,732 | 19,611 | 7,025,498 | |||||
| Douglas B. Howland | 45,324,676 | 7,307,089 | 19,325 | 7,025,498 | |||||
| Rudolph M. Miles | 52,272,646 | 358,800 | 19,644 | 7,025,498 | |||||
| Dennis E. Nixon | 51,140,805 | 1,490,721 | 19,563 | 7,025,498 | |||||
| Larry A. Norton | 45,413,424 | 7,218,087 | 19,578 | 7,025,498 | |||||
| Roberto R. Reséndez | 49,975,184 | 2,655,957 | 19,949 | 7,025,498 | |||||
| Antonio R. Sanchez, Jr. | 51,879,092 | 752,401 | 19,598 | 7,025,498 | |||||
| Diana G. Zuniga | 49,978,002 | 2,653,024 | 20,064 | 7,025,498 | |||||
| Ratification of RSM US LLP | 56,224,090 | 127,276 | 172,904 | 3,185,293 | |||||
| Non-binding Advisory Resolution on Compensation | 51,097,020 | 1,379,231 | 174,839 | 7,025,498 |
Based on the foregoing results, each director nominee named above 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 a 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 | ||
| By: | /s/ Dennis E. Nixon | |
| Dennis E. Nixon | ||
| President and Chief Executive Officer | ||
Date: May 22, 2024