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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 18, 2021

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 18, 2021, Veritex Holdings, Inc. (the "Company") held the 2021 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 2022 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						30,645,615						9,340,390						3,877,462
Arcilia Acosta						39,867,832						118,173						3,877,462
Pat S. Bolin						30,917,738						9,068,267						3,877,462
April Box						31,271,869						8,714,136						3,877,462
Blake Bozman						31,239,780						8,746,225						3,877,462
William D. Ellis						30,646,120						9,339,885						3,877,462
William E. Fallon						31,683,221						8,302,784						3,877,462
Mark C. Griege						30,384,815						9,601,190						3,877,462
Gordon Huddleston						31,637,756						8,348,249						3,877,462
Steven D. Lerner						31,597,158						8,388,847						3,877,462
Manuel J. Mehos						17,562,979						22,423,026						3,877,462
Gregory B. Morrison						31,646,348						8,339,657						3,877,462
John T. Sughrue						24,396,556						15,589,449						3,877,462

 

Proposal 2 - A non-binding advisory vote on the compensation of the Company's named executive officers for the year ended 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
37,126,036						2,667,932						192,037						3,877,462

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, 2021. 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
43,857,136						4,407						1,924						—

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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 19, 2021