Skip to main content

8-K

Hilltop Holdings Inc. (HTH)

8-K 2021-07-26 For: 2021-07-22
View Original
Added on April 12, 2026
View as plain text

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) ofThe Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 22, 2021

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

Maryland 1-31987 84-1477939
(State or other jurisdiction of <br>incorporation) (Commission<br>File Number) (IRS Employer Identification <br>No.)
6565 Hillcrest Avenue
--- ---
Dallas, Texas 75205
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 855-2177
--- ---

(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 (see General Instruction A.2. below):

¨      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 HTH New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ¨

Section 5 – Corporate Governance and Management


Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 22, 2021, Hilltop Holdings Inc., or the Company, held its 2021 Annual Meeting of Stockholders virtually. At the 2021 Annual Meeting, stockholders were asked to vote on three proposals: the election of the 19 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, 2021. The voting results at the 2021 Annual Meeting were as follows:

Proposal No. 1: The stockholders elected the following 19 director nominees to serve on the Company’s Board of Directors until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified.
Name For Against Withheld Broker<br><br>Non-Votes
--- --- --- --- --- --- --- --- ---
Rhodes R. Bobbitt 65,436,364 - 1,631,774 5,049,526
Tracy A. Bolt 66,652,202 - 415,936 5,049,526
J. Taylor Crandall 55,468,134 - 11,600,004 5,049,526
Charles R. Cummings 65,488,888 - 1,579,250 5,049,526
Hill A. Feinberg 61,137,127 - 5,931,011 5,049,526
Gerald J. Ford 60,041,248 - 7,026,890 5,049,526
Jeremy B. Ford 65,226,582 - 1,841,556 5,049,526
J. Markham Green 65,489,690 - 1,578,448 5,049,526
William T. Hill, Jr. 54,716,189 - 12,351,949 5,049,526
Charlotte Jones 59,381,786 - 7,686,352 5,049,526
Lee Lewis 61,532,748 - 5,535,390 5,049,526
Andrew J. Littlefair 66,265,008 - 803,130 5,049,526
Tom C. Nichols 66,673,553 - 394,585 5,049,526
W. Robert Nichols, III 46,131,505 - 20,936,633 5,049,526
Kenneth D. Russell 46,208,973 - 20,859,165 5,049,526
A. Haag Sherman 62,947,744 - 4,120,394 5,049,526
Jonathan S. Sobel 61,529,928 - 5,538,210 5,049,526
Robert C. Taylor, Jr. 55,544,324 - 11,523,814 5,049,526
Carl B. Webb 61,572,351 - 5,495,787 5,049,526
Proposal No. 2: The stockholders approved, on an advisory basis, the 2020 compensation of the Company’s named executive officers.
--- ---
For Against Abstain Broker<br><br> Non-Votes
--- --- --- --- --- --- --- ---
55,388,687 11,582,019 97,432 5,049,526
Proposal No. 3: The stockholders ratified the appointment of PricewaterhouseCoopers<br>LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
--- ---
For Against Abstain Broker <br><br>Non-Votes
--- --- --- --- --- --- --- ---
70,594,655 1,355,590 167,419 -
2

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 26, 2021 By: /s/ COREY PRESTIDGE
Name: Corey G. Prestidge
Title: Executive Vice President, General Counsel & Secretary
3