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
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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
Cover |
May 17, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 17, 2021 |
Entity File Number | 000-9439 |
Entity Registrant Name | INTERNATIONAL BANCSHARES CORPORATION |
Entity Central Index Key | 0000315709 |
Entity Tax Identification Number | 74-2157138 |
Entity Incorporation, State or Country Code | TX |
Entity Address, Address Line One | 1200 San Bernardo |
Entity Address, City or Town | Laredo |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78040-1359 |
City Area Code | 956 |
Local Phone Number | 722-7611 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $1.00 par value |
Trading Symbol | IBOC |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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