vbtx-20220517
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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 17, 2022


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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareVBTXNasdaq 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



Item 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2022, Veritex Holdings, Inc. (the "Company") held the 2022 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 2023 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:

NomineeVotes ForVotes WithheldBroker Non-Votes
C. Malcolm Holland, III41,437,1802,455,9393,554,513
Arcilia Acosta41,639,2012,253,9183,554,513
Pat S. Bolin41,976,8401,916,2793,554,513
April Box41,870,6562,022,4633,554,513
Blake Bozman42,168,7391,724,3803,554,513
William D. Ellis42,573,0621,320,0573,554,513
William E. Fallon42,795,3471,097,7723,554,513
Mark C. Griege40,500,9793,392,1403,554,513
Gordon Huddleston42,788,8301,104,2893,554,513
Steven D. Lerner42,795,4481,097,6713,554,513
Manuel J. Mehos42,025,6221,867,4973,554,513
Gregory B. Morrison37,327,2656,565,8543,554,513
John T. Sughrue40,951,4672,941,6523,554,513
 

Proposal 2 - Approval of the Company's 2022 Amended and Restated Omnibus Incentive Plan. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
40,111,6333,728,59952,8873,554,513

Proposal 3 - A non-binding advisory vote on the compensation of the Company's named executive officers. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
42,146,6001,617,370129,1493,554,513

Proposal 4 - Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
47,155,490277,79214,350






Item 9.01 Financial Statements and Exhibits




(d) Exhibits.

Exhibit Number Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




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 17, 2022