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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 18, 2023


VERITEX HOLDINGS, INC.
(Exact name of Registrant as specified in its charter) 
 
Texas   001-36682   27-0973566
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)
 
8214 Westchester Drive, Suite 800
Dallas, Texas 75225
(Address of principal executive offices)
 
(972) 349-6200
(Registrant’s telephone number, including area code)
  
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:
 
☐ 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 240.13e-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, par value $0.01 per share VBTX Nasdaq Global 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. o On May 18, 2023, Veritex Holdings, Inc. (the "Company") held the 2023 annual meeting of shareholders, at which a quorum was present, to consider and act upon the following matters:



Item 5.07 Submission of Matters to a Vote of Security Holders


Proposal 1 - The election of thirteen nominees to serve as directors until the 2024 annual meeting of shareholders, and until each of their successors is 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:

Nominee Votes For Votes Withheld Broker Non-Votes
C. Malcolm Holland, III 43,671,613 883,029 3,575,002
Arcilia Acosta 43,347,648 1,206,994 3,575,002
Pat S. Bolin 43,198,132 1,356,510 3,575,002
April Box 43,344,828 1,209,814 3,575,002
Blake Bozman 43,495,289 1,059,353 3,575,002
William D. Ellis 44,079,087 475,555 3,575,002
William E. Fallon 43,646,724 907,918 3,575,002
Mark C. Griege 42,447,863 2,106,779 3,575,002
Gordon Huddleston 44,300,258 254,384 3,575,002
Steven D. Lerner 43,972,736 581,906 3,575,002
Manuel J. Mehos 44,097,920 456,722 3,575,002
Gregory B. Morrison 37,208,750 7,345,892 3,575,002
John T. Sughrue 42,717,385 1,837,257 3,575,002

Proposal 2 - A non-binding advisory vote on the compensation of the Company's named executive officers for the year ended December 31, 2022. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes For Votes Against Votes Abstained Broker Non-Votes
5,721,458 38,770,033 63,151 3,575,002

Proposal 3 - Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023. The table below contains a summary of the number of votes for, votes against, votes abstained and broker non-votes for this proposal:

Votes For Votes Against Votes Abstained Broker Non-Votes
47,973,716 149,504 6,424 —



Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number   Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.







SIGNATURE
 
    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.
 
Veritex Holdings, Inc.
   
By: /s/ C. Malcolm Holland, III
  C. Malcolm Holland, III
  Chairman and Chief Executive Officer
Date:
May 18, 2023