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 19, 2025, International Bancshares Corporation (the “Company”) held its 2025 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 21, 2025 (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, 2025; |
| (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 accompanying Proxy Statement; and |
| (4) | To consider an advisory vote regarding the frequency of the advisory approval of the Company’s executive compensation. |
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 | 51,617,371 | 177,954 | 17,890 | 4,724,245 | |||||||||
| Douglas B. Howland | 47,946,633 | 3,647,597 | 218,985 | 4,724,245 | |||||||||
| Rudolph M. Miles | 51,728,223 | 66,076 | 18,916 | 4,724,245 | |||||||||
| Dennis E. Nixon | 50,196,920 | 1,598,405 | 17,890 | 4,724,245 | |||||||||
| Larry A. Norton | 48,009,499 | 3,596,359 | 207,357 | 4,724,245 | |||||||||
| Roberto R. Reséndez | 49,539,382 | 2,053,833 | 220,000 | 4,724,245 | |||||||||
| Antonio R. Sanchez, Jr. | 44,505,566 | 7,289,186 | 18,463 | 4,724,245 | |||||||||
| Diana G. Zuniga | 50,114,326 | 1,479,899 | 218,990 | 4,724,245 | |||||||||
| Ratification of RSM US LLP | 56,134,617 | 378,418 | 24,425 | 0 | |||||||||
| Non-binding Advisory Resolution on Compensation | 48,813,979 | 2,969,030 | 30,206 | 4,724,245 | |||||||||
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.
With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Company’s executive compensation, the following table lists the final voting results for the Annual Meeting:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||
| Non-binding Advisory Resolution on Frequency of Compensation Vote | 48,263,727 | 26,313 | 3,470,536 | 29,335 | 0 | |||||||||||||||
The 1 year option received the highest number of votes cast by the shareholders and is deemed to be the frequency that is preferred by the shareholders of the Company. The Company’s Board of Directors has determined that it will include a proposal to vote on 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 Company’s Proxy Statement for the 2026 Annual Shareholders Meeting.
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 21, 2025 | ||