8-K

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 8, 2020

INTERNATIONAL BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(Registrant’s telephone number, including area code)

(956) 722-7611

None

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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))

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. ¨

On May 8, 2020, International Bancshares Corporation (“IBC”) issued a news release announcing that, on May 5, 2020, IBC’s Board of Directors approved holding IBC’s 2020 Annual Shareholders Meeting in-person, as previously planned and disclosed.

The news release attached hereto and filed herewith as Exhibit 99, is incorporated herein by reference.

All of the information furnished in Item 8.01 of this report and the accompanying exhibits is also intended to be included under “Item 7.01 — Regulation Fair Disclosure,” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

2

EXHIBIT INDEX

3

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.

4

EXHIBIT99

FORIMMEDIATE RELEASE

Contact:

INTERNATIONALBANCSHARES CORPORATION CONFIRMS

2020ANNUAL SHAREHOLDERS MEETING TO BE HELD IN-PERSON

LAREDO, TX,  May 8, 2020 - International Bancshares Corporation (“IBC”) announced today that, on May 5, 2020, our Board of Directors approved holding IBC’s 2020 Annual Shareholders Meeting in-person as planned and disclosed in our shareholders letter dated April 17, 2020. The primary location remains at the IBC Annex Building, 2416 Jacaman Rd. Laredo, Texas 78041. We intend to make available on-site multiple locations for viewing by video if the size of the crowd would stress the ability to socially distance at the Annex site.

Pursuant to Governor Abbott’s “Phase One to Open Texas,” which began May 1, 2020, we intend to implement the applicable health protocols and guidelines issued by the Texas Department of State Health Services, including encouraging and facilitating social distancing, making hand sanitizer available, allowing face masks and making every effort to maintain the annual meeting to the necessary required time. For those who choose to stay, there will be an abbreviated social time with hors d’oeuvres and cocktails (but not our usual dinner) following the meeting, and shareholders are welcome to enjoy visiting with our staff.

As in the past, shareholders are still encouraged to vote their shares prior to the meeting, either by mailing their proxy votes in the self-addressed envelope previously provided, or directly utilizing the instructions provided in your brokerage mailing.

IBC (NASDAQ:IBOC - News) is a multi-bank financial holding company with over $12.5 billion in assets headquartered in Laredo, Texas, with 187 facilities and 284 ATMs serving 88 communities in Texas and Oklahoma.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts contain forward-looking information with respect to future developments or events, expectations, plans, projections or future performance of IBC and its subsidiaries, the occurrence of which involve certain risks and uncertainties, including those detailed in IBC’s filings with the Securities and Exchange Commission.

Copies of IBC’s SEC filings and Annual Report (as an exhibit to the 10-K) may be downloaded from the SEC filings site located at https://www.sec.gov/edgar.shtml or IBC’s website at https://www.ibc.com.

5