Current Report Filing (8-k)

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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, 2021

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Texas		000-9439		74-2157138
(State or other jurisdiction		(Commission File		(IRS Employer
of incorporation		Number)		Identification No.)

 

 

1200 San Bernardo, Laredo, Texas		78040-1359
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code   [phone]

 

None

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2.below);

 

¨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 250.13e-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, $1.00 par value		IBOC		NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

  

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 14, 2021, Mr. Irving Greenblum provided notice to the Company that he had decided to retire and no longer seek or accept re-election to the Company’s Board once his term expired on May 17, 2021.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 17, 2021, International Bancshares Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company submitted the following proposals to its shareholders for a vote:

 

(1)

To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors shall have been duly elected and qualified;1

 

(2)

To ratify the appointment of RSM US LLP as independent auditors for the fiscal year ending December 31, 2021;

 

(3)

To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement; and

 

The following table lists the final voting results for Proposals 1, 2, and 3 at the Annual Meeting:

 

		For				Against				Abstained/Withheld				Broker Non- Votes
Election of Directors
Javier De Anda			51,370,919				1,545,102				13,677				10,714,238
Douglas B. Howland			37,982,636				14,933,530				13,531				10,714,239
Rudolph M. Miles			51,511,421				1,404,689				13,587				10,714,239
Dennis E. Nixon			50,278,982				2,635,918				14,797				10,714,239
Larry A. Norton			37,979,971				14,936,194				13,531				10,714,239
Roberto R. Resendez			51,371,167				1,544,908				13,621				10,714,238
Antonio R. Sanchez,Jr.			51,249,543				1,667,345				12,808				10,714,236
Ratification of RSM US LLP			57,478,261				121,939				14,574				6,098,932
Non-binding Advisory Resolution on Compensation			52,202,263				683,671				42,021				10,714,239

 

Based on the foregoing results, each of the above director nominee was elected by a majority vote standard, which is the voting standard required by the Company’s Articles of Incorporation for uncontested director elections. Proposals 2 and 3 were also approved by majority vote.

 

 

¹ On May 14, 2021, Mr. Irving Greenblum provided notice to the Company that he had decided to retire and no longer seek or accept re-election to the Company’s Board once his term expired on May 17, 2021. Therefore, only seven directors were elected at the Annual Meeting as shown above.

 

 

 

SIGNATURES

 

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.

 

	INTERNATIONAL BANCSHARES CORPORATION
	(Registrant)
	By:	/s/ Dennis E. Nixon
		Dennis E. Nixon, President and CEO

 

Date: May 20, 2021