Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On June15, 2017, Hilltop Holdings Inc., or the Company, held its
2017 Annual Meeting of Stockholders in Dallas, Texas. At the 2017
Annual Meeting, stockholders were asked to vote on six proposals:
the election of the twenty-one director nominees named in the
proxy statement; an advisory vote to approve executive
compensation; an advisory vote on the frequency of stockholder
advisory votes to approve executive compensation, the re-approval
of the Companys 2012 Annual Incentive Plan performance goals; the
re-approval of the Companys 2012 Equity Incentive Plan
performance goals; and the ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017. The voting results at the 2017 Annual Meeting were as
follows:
Proposal No.1: The stockholders elected the following
twenty-one director nominees to serve on the Companys Board of
Directors until the 2018 annual meeting of stockholders or until
their successors are duly elected and qualified.
|
Name |
|
For |
|
Against |
|
Withheld |
|
Broker Non-Votes |
|
|
Charlotte Jones Anderson |
56,048,269 |
|
17,465,434 |
7,873,989 |
|||||
|
Rhodes R. Bobbitt |
64,117,646 |
|
9,396,057 |
7,873,989 |
|||||
|
Tracy A. Bolt |
72,926,578 |
|
587,125 |
7,873,989 |
|||||
|
W. Joris Brinkerhoff |
64,138,216 |
|
9,375,487 |
7,873,989 |
|||||
|
J. Taylor Crandall |
65,730,198 |
7,783,505 |
7,873,989 |
||||||
|
Charles R. Cummings |
71,157,070 |
|
2,356,633 |
7,873,989 |
|||||
|
Hill A. Feinberg |
70,411,119 |
|
3,102,584 |
7,873,989 |
|||||
|
Gerald J. Ford |
64,451,181 |
|
9,062,522 |
7,873,989 |
|||||
|
Jeremy B. Ford |
72,426,230 |
|
1,087,473 |
7,873,989 |
|||||
|
J. Markham Green |
71,139,044 |
|
2,374,659 |
7,873,989 |
|||||
|
William T. Hill,Jr. |
54,664,014 |
|
18,849,689 |
7,873,989 |
|||||
|
James R. Huffines |
69,726,457 |
|
3,787,246 |
7,873,989 |
|||||
|
Lee Lewis |
66,841,739 |
|
6,671,964 |
7,873,989 |
|||||
|
Andrew J. Littlefair |
64,138,435 |
|
9,375,268 |
7,873,989 |
|||||
|
W. Robert Nichols,III |
59,951,877 |
|
13,561,826 |
7,873,989 |
|||||
|
C. Clifton Robinson |
69,923,094 |
|
3,590,609 |
7,873,989 |
|||||
|
Kenneth D. Russell |
66,458,174 |
|
7,055,529 |
7,873,989 |
|||||
|
A. Haag Sherman |
64,138,259 |
|
9,375,444 |
7,873,989 |
|||||
|
Robert C. Taylor,Jr. |
62,686,489 |
|
10,827,214 |
7,873,989 |
|||||
|
Carl B. Webb |
69,917,949 |
|
3,595,754 |
7,873,989 |
|||||
|
Alan B. White |
72,409,700 |
|
1,104,003 |
7,873,989 |
Proposal No.2: The stockholders approved, on an advisory
basis, the 2016 compensation of the Companys named executive
officers.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
52,307,786 |
21,120,270 |
85,647 |
7,873,989 |
Proposal No.3: The stockholders preferred frequency of
stockholder advisory votes to approve executive compensation was
every year.
|
1Year |
|
2Years |
|
3Years |
|
Abstain |
|
Broker Non-Votes |
|
62,914,162 |
75,534 |
9,952,241 |
571,766 |
7,873,989 |
The Companys Board of Directors recommended annual advisory
voting to approve executive compensation. Taking into account
the preferences of the Companys stockholders, as indicated by
the foregoing vote, the Company will hold advisory votes to
approve the compensation of the Companys named executive
officers annually until the next required (non-binding) vote on
the frequency of stockholder advisory say-on-pay votes.
Proposal No.4: The stockholders reapproved the
Companys 2012 Annual Incentive Plan performance goals.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
71,222,025 |
2,193,122 |
98,556 |
7,873,989 |
Proposal No.5: The stockholders reapproved the
Companys 2012 Equity Incentive Plan performance goals.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
71,463,791 |
1,977,002 |
72,910 |
7,873,989 |
Proposal No.6: The stockholders ratified the
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal
year ending December31, 2017.
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
|
79,247,519 |
2,111,118 |
29,055 |
|
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.
