UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Texas Republic Capital Corporation held its 2025 Annual Meeting of Stockholders on May 6, 2025. The number of shares of common stock present at the Annual Meeting was 8,439,289 or 54.26% of the shares of common stock outstanding on March 17, 2025, the record date for the Annual Meeting. At the Annual Meeting, the following items were submitted to a vote of stockholders:
(1) All nominees were elected to serve on the Board of Directors pursuant to the following votes:
| DIRECTOR | FOR | AGAINST | ABSTAIN | |||||||||
| Gregg E. Zahn | 8,270,589 | 168,700 | 0 | |||||||||
| Timothy R. Miller | 8,272,589 | 166,700 | 0 | |||||||||
| William S. Lay | 8,272,589 | 166,700 | 0 | |||||||||
| Steven D. Braley | 8,272,589 | 166,700 | 0 | |||||||||
| David L. Cleavinger | 8,087,189 | 352,100 | 0 | |||||||||
| Kenneth R. Davis | 8,272,589 | 166,700 | 0 | |||||||||
| J. Pete Laney | 8,272,589 | 166,700 | 0 | |||||||||
| Adrian G. McDonald, Jr | 8,272,589 | 166,700 | 0 | |||||||||
| Alvie Joe Mitchell, Jr. | 8,272,589 | 166,700 | 0 | |||||||||
| Gerald J. Kohout | 8,272,589 | 166,700 | 0 | |||||||||
(2) To ratify the appointment of Kerber, Eck & Braeckel LLP, as Texas Republic Capital Corporation’s independent registered public accounting firm for the year ending December 31, 2025.
The Company’s shareholders ratified the appointment of Kerber, Eck & Braeckel LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The votes were cast as follows:
| FOR | AGAINST | ABSTAIN | ||||||||
| 8,389,089 | 2,500 | 47,700 | ||||||||
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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.
| TEXAS REPUBLIC CAPITAL CORPORATION | |
| Date: May 12, 2025 | /s/ Timothy R. Miller |
| Timothy R. Miller, President |
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