INTERNATIONAL BANCSHARES CORPORATION (NASDAQ:IBOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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INTERNATIONAL BANCSHARES CORPORATION (NASDAQ:IBOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

INTERNATIONAL BANCSHARES CORPORATION (NASDAQ:IBOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2019, Ms. Peggy J. Newman provided notice to the Company that she had decided to retire and no longer seek or accept re-election to the Company’s Board once her term expired on May 20, 2019.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2019, International Bancshares Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company submitted the following proposals to its shareholders for a vote:

(1) To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors shall have been duly elected and qualified;(1)

(2) To ratify the appointment of RSM US LLP as independent auditors for the fiscal year ending December 31, 2019;

(3) To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement; and

(4) To consider an advisory vote regarding the frequency of the advisory approval of the Company’s executive compensation.

The following table lists the final voting results for Proposals 1, 2, 3, and 4 at the Annual Meeting:

(1)  On May 17, 2019, Ms. Peggy J. Newman provided notice to the Company that she had decided to retire and no longer seek or accept re-election to the Company’s Board once her term expired on May 20, 2019. Therefore, only seven directors were elected at the Annual Meeting as shown above.

Based on the foregoing results, each of the above director nominee was elected by a majority vote standard, which is the voting standard required by the Company’s Articles of Incorporation for uncontested director elections. Proposals 2 and 3 were also approved by majority vote.

With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Company’s executive compensation, the following table lists the final voting results for the Annual Meeting:

The one year option received the highest number of votes cast by the shareholders and is deemed to be the frequency that is preferred by the shareholders of the Company. The Company’s Board of Directors has determined that it will include a proposal to vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Company’s Proxy Statement for the 2020 Annual Shareholders Meeting.

About INTERNATIONAL BANCSHARES CORPORATION (NASDAQ:IBOC)

International Bancshares Corporation is a financial holding company. The Company, through its subsidiaries, is engaged in the business of banking, including the acceptance of checking and savings deposits, and the making of commercial, real estate, personal, home improvement, automobile, and other installment and term loans. The primary markets of the Company are South, Central, and Southeast Texas and the state of Oklahoma. The Bank’s subsidiaries focus on providing commercial banking services to small and medium sized businesses located in their trade areas. The Company’s bank subsidiaries include International Bank of Commerce (IBC); Commerce Bank; International Bank of Commerce, Zapata, and International Bank of Commerce, Brownsville. The Company’s non-banking subsidiaries include IBC Life Insurance Company (IBC Life); IBC Trading Company; IBC Subsidiary Corporation; IBC Charitable and Community Development Corporation; IBC Capital Corporation, and Premier Tierra Holdings, Inc.