HTH 8-K
Hilltop Holdings Inc. (HTH)
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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Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 25, 2024, Hilltop Holdings Inc., or the Company, held its 2024 Annual Meeting of Stockholders, or the 2024 Annual Meeting. At the 2024 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 16 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results at the 2024 Annual Meeting were as follows:
| Proposal No. 1: | The stockholders elected the following 16 director nominees to serve on the Company’s Board of Directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. |
| Name | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Rhodes R. Bobbitt | 49,946,904 | - | 748,867 | 5,642,575 | ||||||||||||
| Tracy A. Bolt | 50,105,136 | - | 590,635 | 5,642,575 | ||||||||||||
| J. Taylor Crandall | 41,322,580 | - | 9,373,191 | 5,642,575 | ||||||||||||
| Hill A. Feinberg | 49,235,324 | - | 1,460,447 | 5,642,575 | ||||||||||||
| Gerald J. Ford | 48,822,793 | - | 1,872,978 | 5,642,575 | ||||||||||||
| Jeremy B. Ford | 49,805,587 | - | 890,184 | 5,642,575 | ||||||||||||
| J. Markham Green | 42,319,894 | - | 8,375,877 | 5,642,575 | ||||||||||||
| Charlotte Jones | 39,398,489 | - | 11,297,282 | 5,642,575 | ||||||||||||
| Lee Lewis | 49,628,880 | - | 1,066,891 | 5,642,575 | ||||||||||||
| Tom C. Nichols | 50,331,918 | - | 363,853 | 5,642,575 | ||||||||||||
| W. Robert Nichols, III | 32,931,039 | - | 17,764,732 | 5,642,575 | ||||||||||||
| Kenneth D. Russell | 46,983,637 | - | 3,712,134 | 5,642,575 | ||||||||||||
| A. Haag Sherman | 39,731,567 | - | 10,964,204 | 5,642,575 | ||||||||||||
| Jonathan S. Sobel | 49,630,082 | - | 1,065,689 | 5,642,575 | ||||||||||||
| Robert C. Taylor, Jr. | 41,969,438 | - | 8,726,333 | 5,642,575 | ||||||||||||
| Carl B. Webb | 49,630,134 | - | 1,065,637 | 5,642,575 | ||||||||||||
| Proposal No. 2: | The stockholders approved, on an advisory basis, the 2023 compensation of the Company’s named executive officers. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 44,598,556 | 6,068,809 | 28,406 | 5,642,575 | |||||||||||
| Proposal No. 3: | The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 55,470,625 | 727,517 | 140,204 | - | |||||||||||
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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.
| Hilltop Holdings Inc., | |||
| a Maryland corporation | |||
| Date: July 29, 2024 | By: | /s/ COREY PRESTIDGE | |
| Name: | Corey G. Prestidge | ||
| Title: | Executive Vice President, | ||
| General Counsel & Secretary | |||
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