Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Material Modification to Rights of Security Holders
On May 23, 2019, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Independent Bank Group, Inc. (the “Company”), the full results of which are included in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to implement a majority vote standard for uncontested director elections, replacing the Charter provision that provided for a plurality standard in such elections. Under the amended standard, a majority vote of shares of the Company’s common stock present, in person or by proxy, at a meeting of shareholders will be used in uncontested elections of directors and, thus, will ensure that each director nominee receives at least a majority of the votes cast at the meeting.
At the Annual Meeting, the Company’s shareholders also approved an amendment to the Company’s Charter to implement a majority vote standard for shareholder-approved amendments to the Company’s bylaws, removing the provision in the Company’s Charter that required the affirmative vote of two-thirds of the outstanding shares of the Company common stock for such amendments. Under the amended standard, a majority of the outstanding shares of Company common stock will be required to approve shareholder-approved amendments to the Company’s bylaws.
The Company’s Board of Directors approved the Fourth Amended and Restated Bylaws (the “Amended Bylaws”), which become effective upon shareholder approval of the foregoing amendments. The Amended Bylaws:
The foregoing description is a summary of the amendments and Amended Bylaws and is qualified in its entirety by reference to the Certificate of Amendment and Amended Bylaws as described in Proposal 2 and Proposal 3 of the Company’s definitive proxy statement for the Annual Meeting and fully set forth in Appendix I and Appendix II, respectively, to such proxy statement (as filed with the Securities and Exchange Commission on April 23, 2019). A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Texas on May 24, 2019, is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 3.03. A copy of the Amended Bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2019, the Company held its Annual Meeting for which the Board of Directors solicited proxies. There were 39,437,124 shares of the Company’s common stock represented in person or by proxy at the meeting, constituting 90.31% of outstanding shares of common stock on April 8, 2019, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:
Proposal 1: To Elect Four Directors of the Company.
Each of the nominees under this proposal were nominated to be elected as Class III directors. All four of these nominees were duly elected to the Company’s Board of Directors, with shareholders casting votes as follows:
Proposal 2: To Approve an Amendment to the Company’s Charter to Implement a Majority Vote Standard for Uncontested Director Elections.
This proposal, to which the Company’s Charter would be amended to implement a majority vote standard for uncontested director elections, was approved with shareholders casting votes as follows:
Proposal 3: Approve an Amendment to the Company’s Charter to implement a Majority Vote Standard for Shareholder-Approved Amendments to the Company’s Bylaws.
This proposal, to which the Company’s Charter would be amended to implement a majority vote standard for shareholder-approved amendments to the Company’s bylaws, was approved with shareholder casting votes as follows:
Proposal 4: To conduct a Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”).
This proposal to conduct a non-binding, advisory vote regarding the compensation of the Company’s named executive officers was approved, on an advisory basis, with shareholders casting votes as follows:
Proposal 5: To Ratify the Appointment of RSM US LLP as the Company’s Independent Registered Public Accountants for the Year Ending December 31, 2019.
This proposal, to which RSM US LLP’s appointment as the Company’s independent registered public accountants for the year ending December 31, 2019, would be ratified, was ratified with shareholders casting votes as follows:
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Independent Bank Group, Inc. Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF FORMATIONPursuant to the provisions of Section 3.053,…
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EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF FORMATIONPursuant to the provisions of Section 3.053,…
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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.