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, Texas75225
(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
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.
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.