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
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| C. Malcolm Holland, III | 41,437,180 | 2,455,939 | 3,554,513 | |||||||||||||||||
| Arcilia Acosta | 41,639,201 | 2,253,918 | 3,554,513 | |||||||||||||||||
| Pat S. Bolin | 41,976,840 | 1,916,279 | 3,554,513 | |||||||||||||||||
| April Box | 41,870,656 | 2,022,463 | 3,554,513 | |||||||||||||||||
| Blake Bozman | 42,168,739 | 1,724,380 | 3,554,513 | |||||||||||||||||
| William D. Ellis | 42,573,062 | 1,320,057 | 3,554,513 | |||||||||||||||||
| William E. Fallon | 42,795,347 | 1,097,772 | 3,554,513 | |||||||||||||||||
| Mark C. Griege | 40,500,979 | 3,392,140 | 3,554,513 | |||||||||||||||||
| Gordon Huddleston | 42,788,830 | 1,104,289 | 3,554,513 | |||||||||||||||||
| Steven D. Lerner | 42,795,448 | 1,097,671 | 3,554,513 | |||||||||||||||||
| Manuel J. Mehos | 42,025,622 | 1,867,497 | 3,554,513 | |||||||||||||||||
| Gregory B. Morrison | 37,327,265 | 6,565,854 | 3,554,513 | |||||||||||||||||
| John T. Sughrue | 40,951,467 | 2,941,652 | 3,554,513 | |||||||||||||||||
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 For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 40,111,633 | 3,728,599 | 52,887 | 3,554,513 | |||||||||||||||||
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 For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 42,146,600 | 1,617,370 | 129,149 | 3,554,513 | |||||||||||||||||
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 For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 47,155,490 | 277,792 | 14,350 | — | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover 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 | |||||||