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 19, 2025

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas		000-9439		74-2157138
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 19, 2025, International Bancshares Corporation (the “Company”) held its 2025 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 21, 2025 (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, 2025;

 

(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 accompanying Proxy Statement; and

 

(4)

To consider an advisory vote regarding the frequency of the advisory approval of the Company’s executive compensation.

 

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			51,617,371			177,954			17,890			4,724,245
Douglas B. Howland			47,946,633			3,647,597			218,985			4,724,245
Rudolph M. Miles			51,728,223			66,076			18,916			4,724,245
Dennis E. Nixon			50,196,920			1,598,405			17,890			4,724,245
Larry A. Norton			48,009,499			3,596,359			207,357			4,724,245
Roberto R. Reséndez			49,539,382			2,053,833			220,000			4,724,245
Antonio R. Sanchez, Jr.			44,505,566			7,289,186			18,463			4,724,245
Diana G. Zuniga			50,114,326			1,479,899			218,990			4,724,245
Ratification of RSM US LLP			56,134,617			378,418			24,425			0
Non-binding Advisory Resolution on Compensation			48,813,979			2,969,030			30,206			4,724,245

 

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.

 

 

With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Company’s executive compensation, the following table lists the final voting results for the Annual Meeting:

 

		1 Year				2 Years				3 Years				Abstentions				Broker Non-Votes
Non-binding Advisory Resolution on Frequency of Compensation Vote			48,263,727				26,313				3,470,536				29,335				0

 

The 1 year option received the highest number of votes cast by the shareholders and is deemed to be the frequency that is preferred by the shareholders of the Company. The Company’s Board of Directors has determined that it will include a proposal to vote on 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 Company’s Proxy Statement for the 2026 Annual Shareholders Meeting.

 

 

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 21, 2025