Prosperity Bancshares 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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Indicate by check mark 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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 16, 2024, Prosperity Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Holders of 83,310,792 shares of the Company’s outstanding common stock (“Common Stock”), representing 89.07% of the shares entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.
The matters voted on at the Annual Meeting were:
James A. Bouligny, W. R. Collier, Dr. Laura Murillo, Robert Steelhammer and H. E. Timanus, Jr. were elected as Class II directors to serve on the Board of Directors of the Company (the “Board”) until the Company’s 2027 Annual Meeting of Shareholders, and each until their successors are duly elected and qualified, or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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James A. Bouligny |
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66,055,324 |
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11,598,567 |
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5,656,900 |
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W. R. Collier |
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74,636,303 |
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3,017,588 |
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5,656,900 |
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Laura Murillo |
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75,976,007 |
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1,677,812 |
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5,656,900 |
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Robert Steelhammer |
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63,334,834 |
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14,319,058 |
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5,656,900 |
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H. E. Timanus, Jr. |
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72,368,843 |
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5,285,048 |
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5,656,900 |
The following Class I and Class III directors continued in office after the Annual Meeting: Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr., Harrison Stafford II, Ileana Blanco, Leah Henderson, Ned S. Holmes, Jack Lord and David Zalman.
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by the votes set forth in the table below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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81,890,392 |
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1,345,260 |
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75,140 |
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0 |
The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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44,761,446 |
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32,522,755 |
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369,617 |
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5,656,900 |
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.
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PROSPERITY BANCSHARES, INC. (Registrant) |
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Dated: April 17, 2024 |
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By: |
/s/ Charlotte M. Rasche |
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Charlotte M. Rasche |
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Executive Vice President and General Counsel |