Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On January25, 2018, the Board of Directors of Hilltop Holdings Inc., or the Company, amended and restated the Company’s bylaws to, among other things, address recent developments in corporate governance and to make certain other technical, conforming and clarifying changes. Among the changes effected by the amendment and restatement are the following:

· clarifications to the provisions governing indemnification by the Company, including the advancement of expenses and the procedure for making indemnification claims and Company determinations with respect to such indemnification; and

· the addition of an provision designating any state court located in the State of Maryland (or if no state court located within the State of Maryland has jurisdiction, the federal district court for the District of Maryland) as the exclusive forum for certain legal actions unless the Company consents in writing to the selection of an alternative forum.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Company’s Third Amended and Restated Bylaws, a copy of which is filed as Exhibit3.2 to this Current Report on Form8-K and incorporated herein by reference.

Section9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Shell company transactions.

Not applicable.

(d)

Exhibits.

The following exhibit(s)are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.


Hilltop Holdings Inc. Exhibit
EX-3.2 2 a18-5107_1ex3d2.htm EX-3.2 Exhibit 3.2   HILLTOP HOLDINGS INC.   THIRD AMENDED AND RESTATED BYLAWS   ARTICLE I   OFFICES   Section 1.                                           PRINCIPAL OFFICE.  The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.   Section 2.                                           ADDITIONAL OFFICES.  The Corporation may have additional offices,…
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About Hilltop Holdings Inc. (NYSE:HTH)

Hilltop Holdings Inc. is a financial holding Company. The Company provides business and consumer banking services from offices located throughout Texas through PlainsCapital Corporation (the Bank). It has three operating business units, which include PlainsCapital (banking and mortgage origination), Hilltop Securities Holdings LLC (Securities Holdings) and National Lloyds Corporation (NLC). Its segments include banking, broker-dealer, mortgage origination and insurance. The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of First Southwest Holdings, LLC (First Southwest), Hilltop Securities Inc. (Hilltop Securities) and Hilltop Securities Independent Network Inc. (HTS Independent Network). The mortgage origination segment operates through a subsidiary of the Bank, PrimeLending. The insurance segment consists of the operations of NLC. The Bank provides banking and wealth, investment and treasury management services.