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): | July 20, 2023 |
Hilltop Holdings Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 1-31987 | | 84-1477939 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer Identification
No.) |
| 6565 Hillcrest Avenue | | |
| Dallas, Texas | | 75205 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | (214) 855-2177 |
(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 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 | | HTH | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 20, 2023, Hilltop Holdings Inc., or the Company, held its 2023 Annual Meeting of Stockholders, or the 2023 Annual Meeting. At the 2023 Annual Meeting, which was held virtually, stockholders were asked to vote on four proposals: the election of the 17 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; a non-binding advisory vote on the frequency of stockholder non-binding advisory votes to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results at the 2023 Annual Meeting were as follows:
| Proposal No. 1: | The stockholders elected the following 17 director nominees to serve on the Company’s Board of Directors until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified. |
| Name | | For | | Against | | Withheld | | Broker
Non-Votes | |
| Rhodes R. Bobbitt | | 51,806,716 | | | | 1,039,065 | | 3,435,023 | |
| Tracy A. Bolt | | 52,196,702 | | | | 649,079 | | 3,435,023 | |
| J. Taylor Crandall | | 43,160,973 | | | | 9,684,808 | | 3,435,023 | |
| Hill A. Feinberg | | 50,487,588 | | | | 2,358,193 | | 3,435,023 | |
| Gerald J. Ford | | 50,663,960 | | | | 2,181,821 | | 3,435,023 | |
| Jeremy B. Ford | | 51,925,997 | | | | 919,784 | | 3,435,023 | |
| J. Markham Green | | 51,914,774 | | | | 931,007 | | 3,435,023 | |
| Charlotte Jones | | 41,051,240 | | | | 11,794,541 | | 3,435,023 | |
| Lee Lewis | | 49,647,048 | | | | 3,198,733 | | 3,435,023 | |
| Andrew J. Littlefair | | 51,950,701 | | | | 895,080 | | 3,435,023 | |
| Tom C. Nichols | | 52,521,763 | | | | 324,018 | | 3,435,023 | |
| W. Robert Nichols, III | | 29,102,980 | | | | 23,742,801 | | 3,435,023 | |
| Kenneth D. Russell | | 47,757,898 | | | | 5,087,883 | | 3,435,023 | |
| A. Haag Sherman | | 39,066,540 | | | | 13,779,241 | | 3,435,023 | |
| Jonathan S. Sobel | | 49,839,905 | | | | 3,005,876 | | 3,435,023 | |
| Robert C. Taylor, Jr. | | 44,157,969 | | | | 8,687,812 | | 3,435,023 | |
| Carl B. Webb | | 51,038,241 | | | | 1,807,540 | | 3,435,023 | |
| Proposal No. 2: | The stockholders approved, on an advisory basis, the 2022 compensation of the Company’s named executive officers. |
| For | | Against | | Abstain | | Broker
Non-Votes |
| 45,576,969 | | 7,209,808 | | 59,004 | | 3,435,023 |
| Proposal No. 3: | The stockholders’ preferred frequency of stockholder non-binding advisory votes to approve executive compensation was annually. |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker
Non-Votes |
| 47,807,966 | | 13,488 | | 4,991,518 | | 32,809 | | 3,435,023 |
The Company’s Board of Directors recommended annual non-binding advisory voting to approve executive compensation. Taking into account the preferences of the Company’s stockholders, as indicated by the foregoing vote, the Company will hold non-binding advisory votes to approve the compensation of the Company’s named executive officers annually until the next required (non-binding) vote on the frequency of stockholder advisory “say-on-pay” votes.
| Proposal No. 4: | The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
| For | | Against | | Abstain | | BrokerNon-Votes |
| 55,336,038 | | 859,449 | | 85,317 | | - |
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.
| | | Hilltop Holdings Inc., |
| | | a Maryland corporation |
| | |
| Date: July 24, 2023 | By: | /s/ COREY PRESTIDGE |
| | Name: Corey G. Prestidge |
| | Title: Executive Vice President, General Counsel & Secretary |
