UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): May 20, 2024

 

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
(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(s)		Name of each exchange on which registered:
Common Stock, $1.00 par value		IBOC		The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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

 

On May 20, 2024, International Bancshares Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2024 (the “Proxy Statement”), 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 are duly elected and qualified;

 

(2)

To ratify the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2024; and

 

(3)

To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement.

 

The following table lists the final voting results for Proposals 1, 2, and 3 at the Annual Meeting:

 

		For		Against		Abstain		Broker Non-Votes
Election of Directors
Javier de Anda		52,290,748		340,732		19,611		7,025,498
Douglas B. Howland		45,324,676		7,307,089		19,325		7,025,498
Rudolph M. Miles		52,272,646		358,800		19,644		7,025,498
Dennis E. Nixon		51,140,805		1,490,721		19,563		7,025,498
Larry A. Norton		45,413,424		7,218,087		19,578		7,025,498
Roberto R. Reséndez		49,975,184		2,655,957		19,949		7,025,498
Antonio R. Sanchez, Jr.		51,879,092		752,401		19,598		7,025,498
Diana G. Zuniga		49,978,002		2,653,024		20,064		7,025,498
Ratification of RSM US LLP		56,224,090		127,276		172,904		3,185,293
Non-binding Advisory Resolution on Compensation		51,097,020		1,379,231		174,839		7,025,498

 

Based on the foregoing results, each director nominee named above 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 a majority vote.

 

 

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
	By:	/s/ Dennis E. Nixon
		Dennis E. Nixon
		President and Chief Executive Officer

Date: May 22, 2024