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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, 2023

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, 2023, Veritex Holdings, Inc. (the "Company") held the 2023 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 2024 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						43,671,613						883,029						3,575,002
Arcilia Acosta						43,347,648						1,206,994						3,575,002
Pat S. Bolin						43,198,132						1,356,510						3,575,002
April Box						43,344,828						1,209,814						3,575,002
Blake Bozman						43,495,289						1,059,353						3,575,002
William D. Ellis						44,079,087						475,555						3,575,002
William E. Fallon						43,646,724						907,918						3,575,002
Mark C. Griege						42,447,863						2,106,779						3,575,002
Gordon Huddleston						44,300,258						254,384						3,575,002
Steven D. Lerner						43,972,736						581,906						3,575,002
Manuel J. Mehos						44,097,920						456,722						3,575,002
Gregory B. Morrison						37,208,750						7,345,892						3,575,002
John T. Sughrue						42,717,385						1,837,257						3,575,002

Proposal 2 - A non-binding advisory vote on the compensation of the Company's named executive officers for the year ended 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
5,721,458						38,770,033						63,151						3,575,002

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, 2023. 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
47,973,716						149,504						6,424						—

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.

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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 18, 2023