Prosperity Bancshares Inc 8-K, filed Apr 16, 2025
Prosperity Bancshares Inc (PB)
About this 8-K
Prosperity Bancshares Inc filed this 8-K on April 16, 2025, reporting on events of April 15, 2025.
Items reported
- Item 5.07: Shareholder vote results
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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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 15, 2025, Prosperity Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Holders of 86,415,224 shares of the Company’s outstanding common stock (“Common Stock”), representing 90.71% of the shares entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.
The matters voted on at the Annual Meeting were:
Ileana Blanco, Leah Henderson, Ned S. Holmes, Jack Lord and David Zalman were elected as Class III directors to serve on the Board of Directors of the Company (the “Board”) until the Company’s 2028 Annual Meeting of Shareholders, and each until their successors are duly elected and qualified, or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Ileana Blanco |
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76,533,615 |
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4,469,232 |
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5,411,435 |
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Leah Henderson |
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74,630,950 |
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6,372,838 |
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5,411,435 |
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Ned S. Holmes |
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71,893,701 |
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9,110,087 |
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5,411,435 |
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Jack Lord |
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74,133,856 |
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6,868,622 |
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5,411,435 |
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David Zalman |
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77,748,902 |
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3,254,886 |
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5,411,435 |
The following Class I and Class II directors continued in office after the Annual Meeting: Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr., Harrison Stafford II, James A. Bouligny, W. R. Collier, Dr. Laura Murillo, Robert Steelhammer and H. E. Timanus, Jr.
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by the votes set forth in the table below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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85,325,190 |
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1,019,265 |
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69,005 |
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0 |
The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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77,213,667 |
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3,310,249 |
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479,872 |
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5,411,435 |
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.
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PROSPERITY BANCSHARES, INC. (Registrant) |
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Dated: April 16, 2025 |
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By: |
/s/ Charlotte M. Rasche |
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Charlotte M. Rasche |
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Executive Vice President and General Counsel |