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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): May 22, 2020

VERITEX HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) 

 

Texas

001-36682

27-0973566

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

8214 Westchester Drive, Suite 800

Dallas, Texas 75225

(Address of principal executive offices)

 

(972) 349-6200

(Registrant’s telephone number, including area code)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VBTX

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 19, 2020, Veritex Holdings, Inc. (the "Company") held the 2020 annual meeting of shareholders, at which a quorum was present, to consider and act upon the following matters:

Proposal 1 - The election of thirteen nominees to serve as directors until the 2021 annual meeting of shareholders, and until each of their successors is duly elected and qualified or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
C. Malcolm Holland, III						36,703,430						1,137,571						6,803,031
Pat S. Bolin						37,212,470						628,531						6,803,031
April Box						37,634,085						206,916						6,803,031
Blake Bozman						37,660,271						180,730						6,803,031
William D. Ellis						25,858,600						11,982,401						6,803,031
William E. Fallon						37,621,158						219,843						6,803,031
Ned N. Fleming, III						37,058,535						782,466						6,803,031
Mark C. Griege						36,384,439						1,456,562						6,803,031
Gordon Huddleston						37,654,434						186,567						6,803,031
Steven D. Lerner						37,603,030						237,971						6,803,031
Manuel J. Mehos						17,494,947						20,346,054						6,803,031
Gregory B. Morrison						37,642,051						198,950						6,803,031
John T. Sughrue						36,002,588						1,838,413						6,803,031

 

Proposal 2 - A non-binding advisory vote on the compensation of the Company's named executive officers for the year ended December 31, 2019. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
35,788,572						1,812,750						239,679						6,803,031

Proposal 3 - Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
44,548,902						76,322						18,808						—

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SIGNATURE

 

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Veritex Holdings, Inc.
By:						/s/ C. Malcolm Holland, III
						C. Malcolm Holland, III
						Chairman and Chief Executive Officer
Date:						May 22, 2020