Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
Submission of Matter to a Vote of Security Holders.
On September 24, 2018, Independent Bank Group, Inc. (“Independent” or the “Company”) held a special meeting of shareholders (the “special meeting”). At the special meeting, the shareholders of the Company voted on the following matters: (1) approval and adoption of the Agreement and Plan of Reorganization (the “Agreement”), dated as of May 22, 2018, by and between Guaranty Bancorp, a Delaware corporation (“Guaranty”) and the Company, to which Guaranty will merge with and into Independent and Independent will continue as the surviving entity (the “merger proposal”) and (2) the adjournment of the special meeting, if the Company’s Board of Directors determines such an adjournment is necessary or appropriate to solicit additional proxies in favor of the merger proposal (the “adjournment proposal”)
As of August 14, 2018, the record date for the special meeting, there were 30,475,148 shares of Independent common stock, par value $0.01 per share (the “Independent common stock”) outstanding and entitled to vote at the special meeting. At the special meeting, there were present in person or by proxy 23,673,444 shares of Independent common stock, representing 77.68% of the total outstanding eligible votes. Of the shares voted, 77.58% were voted in favor of the merger proposal. As such, the proposal was approved by the requisite vote of the Company’s shareholders.
The voting results for the proposals are below:
|
1. |
With respect to the merger proposal, the votes were as follows: |
|
Votes |
%ofShares Outstanding |
%ofShares Voted |
|||
|
Voting For |
23,641,101 |
77.58 |
% |
99.86 |
% |
|
Voting Against |
12,954 |
0.04 |
% |
0.06 |
% |
|
Abstain From Voting |
19,389 |
0.06 |
% |
0.08 |
% |
|
Broker Non-Vote |
None |
– |
% |
– |
% |
|
Total |
23,673,444 |
77.68 |
% |
% |
|
2. |
With respect to the adjournment proposal, because the total votes cast in favor of the approval of the merger proposal at the special meeting represented over the requisite percentage of outstanding securities, no adjournment to solicit additional proxies was necessary, and therefore, no action was required with respect to the adjournment proposal. |
About Independent Bank Group, Inc. (NASDAQ:IBTX)
Independent Bank Group, Inc. is a bank holding company. Through the Company’s subsidiary, Independent Bank (the Bank), it provides a range of commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Its commercial lending products include owner-occupied commercial real estate loans, interim construction loans, commercial loans to a mix of small and midsized businesses, and loans to professionals, particularly medical practices. Its retail lending products include residential first and second mortgage loans and consumer installment loans, such as loans to purchase cars, boats and other recreational vehicles. The Company operates approximately 40 banking offices in the Dallas-Fort Worth metropolitan area, the Austin/Central Texas area, and the Houston metropolitan area. The Company also provides wealth management services to its customers, including investment advisory and other related services.
