Southside Bancshares, Inc. (NASDAQ:SBSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Southside Bancshares, Inc. (NASDAQ:SBSI) 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
Arrangement of Certain Officers.

At the 2017 annual meeting of shareholders of Southside
Bancshares, Inc. (the Company) held on May 10, 2017, the
shareholders of the Company approved the Southside Bancshares,
Inc. 2017 Incentive Plan (the 2017 Incentive Plan). A total of
2,000,000 shares of the Companys common stock are reserved and
available for issuance to awards granted under the 2017 Incentive
Plan, plus a number of additional shares (not to exceed 400,000)
underlying awards outstanding as of May 10, 2017 under the
Companys 2009 Incentive Plan that thereafter terminate or expire
unexercised, or are cancelled, forfeited or lapse for any reason.
A description of the material terms of the 2017 Incentive Plan
was included in the Companys definitive proxy statement filed
with the Securities and Exchange Commission on March 22, 2017, as
supplemented by the definitive additional materials filed on
April 21, 2017, and is incorporated herein by reference. A copy
of the 2017 Incentive Plan is attached as Exhibit 99.1 hereto and
is hereby incorporated herein by reference.

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

The 2017 annual meeting of shareholders of the Company was held
on May 10, 2017 in Tyler, Texas. Five directors were elected for
a term of three years, one director was elected for a term of two
years, and one director was elected for a term of one year.

The shareholders adopted, on a non-binding, advisory basis, a
proposal approving the compensation of the Companys named
executive officers (Say-on-Pay).

Furthermore, the Companys shareholders selected, on a
non-binding, advisory basis, an annual vote for the frequency at
which the Company should include a Say-on-Pay vote in its proxy
statement for shareholder consideration (“Frequency of
Say-on-Pay”). In light of this result and other factors
considered by the Board, the Board has determined that the
Company will hold Say-on-Pay votes every year. As a result, the
next Say-on-Pay vote is scheduled to be held at the Companys 2018
annual meeting of shareholders.

The shareholders also approved the 2017 Incentive Plan.

The appointment of Ernst Young LLP as the independent registered
public accounting firm for the fiscal year ending December 31,
2017, was ratified.

The final voting results are set forth below:



1. Election of Directors
	Shares Voted
Nominees for Director for a term expiring at the 2020 Annual Meeting	For	Withheld	Broker Non Votes
Lawrence Anderson, M.D.	17,976,568	382,220	6,087,972
Melvin B. Lovelady, CPA	18,041,843	316,945	6,087,972
John Sammons	18,128,944	229,844	6,087,972
William Sheehy	18,069,237	289,551	6,087,972
Preston L. Smith	18,168,824	189,964	6,087,972


Nominee for Director for a term expiring at the 2019 Annual Meeting	For	Withheld	Broker Non Votes
Michael Bosworth	18,195,948	162,840	6,087,972


Nominee for Director for a term expiring at the 2018 Annual Meeting	For	Withheld	Broker Non Votes
Tony Morgan, CPA	18,212,252	146,536	6,087,972




		For	Against	Abstain	Broker Non Votes
2. Say-on-Pay		17,777,656	372,159	208,973	6,087,972


	3 Years	2 Years	1 Year	Abstain	Broker Non Votes
3. Frequency of Say-on-Pay	4,379,830	186,701	12,327,068	1,465,189	6,087,972


		For	Against	Abstain	Broker Non Votes
4. 2017 Incentive Plan		15,876,480	1,035,144	1,447,164	6,087,972


			For	Against	Abstain
5. Ratification of Independent Auditors			24,357,226	46,257	43,277


			Outstanding	# Voted	% Voted
At Date of Record			28,586,916	24,446,760	85.52

Item 9.01 Financial Statements and Exhibits.

(d) The following document is filed as an exhibit to this Current
Report on Form 8-K:



Exhibit Number		Description of Exhibit

10.1		Southside Bancshares, Inc. 2017 Incentive Plan.

About Southside Bancshares, Inc. (NASDAQ:SBSI)
Southside Bancshares, Inc. (Southside) is a bank holding company for Southside Bank (the Bank). The Company is a community-focused financial institution that offers a range of financial services to individuals, businesses, municipal entities, and nonprofit organizations in the communities. The Company operates through approximately 60 banking centers, over 20 of which are located in grocery stores, and 25 motor bank facilities. Its services include consumer and commercial loans, deposit accounts, trust services, safe deposit services and brokerage services. The Company’s consumer loan services include one- to four-family residential mortgage loans, home equity loans, home improvement loans, automobile loans and other installment loans. The Company’s Commercial real estate loans primarily include loans collateralized by commercial office buildings, retail, medical facilities and offices, warehouse facilities, hotels and churches. Southside Bancshares, Inc. (NASDAQ:SBSI) Recent Trading Information
Southside Bancshares, Inc. (NASDAQ:SBSI) closed its last trading session down -0.39 at 34.45 with 103,023 shares trading hands.