8-K - IBOC - Equibles

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): May 17, 2021

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Texas	000-9439	74-2157138
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation	Number)	Identification No.)
1200 San Bernardo, Laredo, Texas	78040-1359
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(956) 722-7611

None

(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 250.13e-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, $1.00 par value	IBOC	NASDAQ

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 §240.12b-2).

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 5.02 Departure of Directors or CertainOfficers; 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 ofSecurity 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<br>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,<br>2021;
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(3)	To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s<br>named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement;<br>and
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The following table lists the final voting results for Proposals 1, 2, and 3 at the Annual Meeting:


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