Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

 

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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 13, 2024

 

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South Plains Financial, Inc.

(Exact name of registrant as specified in its charter)

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Texas	001-38895	75-2453320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5219 City Bank Parkway Lubbock, Texas		79407
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

 

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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(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	SPFI	The Nasdaq Stock Market LLC

 

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. ☐

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Item 5.07

Submission of Matters to a Vote of Security Holders.

 

South Plains Financial, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders virtually on May 13, 2024 (the “Annual Meeting”).  The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Annual Meeting was the close of business on March 18, 2024.  There were 16,432,851 shares of the Company’s common stock outstanding at the close of business on the record date and entitled to receive notice of and to vote at the Annual Meeting.  Of that number, 14,052,955 shares of the Company’s common stock were represented by means of remote communication or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.  The shareholders of the Company voted on and approved the following proposals at the Annual Meeting, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the U.S. Securities and Exchange Commission on April 8, 2024:

 

Proposal 1 – To elect two (2) Class II directors to serve on the Company’s board of directors until the Company’s 2027 annual meeting of shareholders or each until their respective successor or successors are duly elected and qualified or until their earlier death, resignation or removal from office.  Final voting results were as follows:

 

Name of Class III Nominee		Votes For	Votes Against	Abstentions	Broker Non-Votes
	Cory T. Newsom	9,213,718	1,668,712	2,381	3,168,144
	Noe G. Valles	8,744,538	2,047,018	93,255	3,168,144

Proposal 2 – To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024.  Final voting results were as follows:

Votes For	Votes Against	Abstentions
13,838,909	107,961	106,085

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

104

Cover Page Interactive Data File (formatted as Inline XBRL).

 

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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.

 

	SOUTH PLAINS FINANCIAL, INC.
Dated:  May 16, 2024	By:	/s/ Steven B. Crockett
		Steven B. Crockett
		Chief Financial Officer and Treasurer

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Document and Entity Information	May 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2024
Entity File Number	001-38895
Entity Registrant Name	South Plains Financial, Inc.
Entity Central Index Key	0001163668
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	75-2453320
Entity Address, Address Line One	5219 City Bank Parkway
Entity Address, City or Town	Lubbock
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79407
City Area Code	806
Local Phone Number	792-7101
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	SPFI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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