Veritex Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$VBTX
Major Banks
Finance
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
Date of Report (date of earliest event reported): May 27, 2025
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(972 ) 349-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2025, Veritex Holdings, Inc. (the "Company") held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”) to consider and vote on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”). The results of the items voted on at the 2025 Annual Meeting are as follows:
Proposal 1 – Election of Directors
The Company’s shareholders elected the persons listed below for a one-year term commencing on the date of the 2025 Annual Meeting and continuing until the 2026 annual meeting of shareholders or until each person’s successor is duly elected and qualified. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| C. Malcolm Holland, III | 37,288,677 | 1,455,484 | 4,600,760 | |||||||||||||||||
| Arcilia Acosta | 37,173,867 | 1,570,294 | 4,600,760 | |||||||||||||||||
| Pat S. Bolin | 34,676,367 | 4,067,794 | 4,600,760 | |||||||||||||||||
| April Box | 37,340,969 | 1,403,192 | 4,600,760 | |||||||||||||||||
| Blake Bozman | 35,319,763 | 3,424,398 | 4,600,760 | |||||||||||||||||
| William D. Ellis | 38,470,050 | 274,111 | 4,600,760 | |||||||||||||||||
| William E. Fallon | 35,876,282 | 2,867,879 | 4,600,760 | |||||||||||||||||
| Mark C. Griege | 35,714,951 | 3,029,210 | 4,600,760 | |||||||||||||||||
| Gordon Huddleston | 36,418,744 | 2,325,417 | 4,600,760 | |||||||||||||||||
| Steven D. Lerner | 38,414,191 | 329,970 | 4,600,760 | |||||||||||||||||
| Manuel J. Mehos | 38,497,237 | 246,924 | 4,600,760 | |||||||||||||||||
| Gregory B. Morrison | 35,014,240 | 3,729,921 | 4,600,760 | |||||||||||||||||
| John T. Sughrue | 36,510,982 | 2,233,179 | 4,600,760 | |||||||||||||||||
Proposal 2 - Approval of the Company's 2025 Amended and Restated Omnibus Incentive Plan
The Company’s shareholders approved the Company’s 2025 Amended and Restated Omnibus Incentive Plan. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 37,645,326 | 1,009,659 | 89,176 | 4,600,760 | |||||||||||||||||
Proposal 3 – Non-Binding Vote on Executive Compensation
The Company’s shareholders approved, in a non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 33,047,446 | 5,638,563 | 58,152 | 4,600,760 | |||||||||||||||||
Proposal 4 – Ratification of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 43,056,680 | 261,881 | 26,360 | — | |||||||||||||||||
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.
| Veritex Holdings, Inc. | ||||||||
| By: | /s/ C. Malcolm Holland, III | |||||||
| C. Malcolm Holland, III | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| Date: | 5/28/2025 | |||||||