UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
N/A
(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:
| 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 | ||
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 §230.405).
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 standard provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Cadence Bancorporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 6, 2021. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting:
Proposal 1 – Election of Directors. The stockholders elected each of the Class I director nominees to serve as a director for a one-year term expiring at the 2022 Annual Meeting of Stockholders. The result of the vote taken at the Annual Meeting was as follows:
| Name |
Votes For |
Withhold Authority |
Broker Non-Votes | |||
| Paul B. Murphy, Jr. |
101,884,040 | 5,026,539 | 8,852,617 | |||
| Precious W. Owodunni |
105,494,432 | 1,416,147 | 8,852,617 | |||
| Marc J. Shapiro |
104,037,255 | 2,873,324 | 8,852,617 | |||
| J. Thomas Wiley |
105,649,894 | 1,260,685 | 8,852,617 |
Proposal 2 – Advisory Approval of Executive Compensation. The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2021 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 96,550,720 |
9,818,774 | 541,085 | 8,852,617 |
Proposal 3 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accountants for the Year Ending December 31, 2021. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2021. The result of the vote taken at the Annual Meeting was as follows:
| Votes For |
Votes Against |
Abstain | ||
| 115,672,125 |
78,271 | 12,800 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Cadence Bancorporation | ||||
| Dated: May 10, 2021 | By: | /s/ Jerry W. Powell | ||
| Name: | Jerry W. Powell | |||
| Executive Vice President – General Counsel and Corporate Secretary | ||||
Document and Entity Information |
May 06, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001614184 |
| Document Type | 8-K |
| Document Period End Date | May 06, 2021 |
| Entity Registrant Name | Cadence Bancorporation |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38058 |
| Entity Tax Identification Number | 47-1329858 |
| Entity Address, Address Line One | 2800 Post Oak Boulevard |
| Entity Address, Address Line Two | Suite 3800 |
| Entity Address, City or Town | Houson |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77056 |
| City Area Code | (713) |
| Local Phone Number | 871-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock |
| Trading Symbol | CADE |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |