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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
November 8, 2024
Date of Report (Date of earliest event reported)
Southside Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Texas | 000-12247 | 75-1848732 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1201 S. Beckham Avenue, | Tyler, | TX | | 75701 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (903) 531-7111
NA
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common stock, $1.25 par value | | SBSI | | NASDAQ Global Select Market |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 8, 2024, the Board of Directors (the “Board”) of Southside Bancshares, Inc. (the “Company”) adopted an Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately.
The Amendment adds a new Section 3.08 to the Bylaws, which provides for Executive Sessions of the Board, at which only independent directors are present, which must occur at least annually. Section 3.08 also provides for the appointment of a lead independent director (the “Lead Director”) for a term of one year. In the event that the Chairman is an independent director, then no Lead Director shall be elected and the Chairman, so long as he or she remains an independent director, shall assume the powers and responsibilities of the Lead Director, which are set forth in Section 3.08.
The foregoing description of the Amendment to the Bylaws is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(D) Exhibits. The following materials are furnished as exhibits to this Current Report on Form 8-K:
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Exhibit Number | | Description of Exhibit |
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3.1 | | |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Southside Bancshares, Inc. |
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Date: November 8, 2024 | By: | /s/ JULIE N. SHAMBURGER |
| | Julie N. Shamburger, CPA |
| | Chief Financial Officer |
| | (Principal Financial Officer) |