Texas
|
0-12247
|
75-1848732
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
1201 S. Beckham, Tyler, Texas
|
|
75701
|
(Address of principal executive offices)
|
(Zip 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:
|
p
|
Written communications pursuant to Rule 425 under Securities Act (17 CFR 230-425)
|
|
|
p
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
|
|
|
p
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
p
|
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
|
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
o
|
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
|
1. Election of Directors
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
Shares Voted
|
||||||||||
Nominees for Director for a term expiring at the 2021 Annual Meeting
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non Votes
|
|||||
S. Elaine Anderson, CPA
|
|
|
23,137,259
|
|
|
283,707
|
|
|
24,403
|
|
|
6,614,275
|
|
Herbert C. Buie
|
|
|
22,552,163
|
|
|
858,890
|
|
|
34,316
|
|
|
6,614,275
|
|
Patricia A. Callan
|
|
|
23,202,225
|
|
|
211,383
|
|
|
31,761
|
|
|
6,614,275
|
|
John R. (Bob) Garrett
|
|
|
22,560,717
|
|
|
836,557
|
|
|
48,095
|
|
|
6,614,275
|
|
Tony K. Morgan, CPA
|
|
|
23,224,048
|
|
|
194,340
|
|
|
26,981
|
|
|
6,614,275
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nominee for Director for a term expiring at the 2020 Annual Meeting
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non Votes
|
|||||
H. J. Shands, III
|
|
|
22,757,864
|
|
|
590,661
|
|
|
96,844
|
|
|
6,614,275
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nominee for Director for a term expiring at the 2019 Annual Meeting
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non Votes
|
|||||
M. Richard Warner
|
|
|
23,156,129
|
|
|
191,472
|
|
|
97,768
|
|
|
6,614,275
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non Votes
|
||||
2. Say-on-Pay
|
|
|
22,495,005
|
|
|
732,644
|
|
|
217,720
|
|
|
6,614,275
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
||||
3. Amendment to the Company's Certificate of Formation
|
|
|
|
28,183,723
|
|
|
1,696,639
|
|
|
179,282
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
||||
4. Ratification of Independent Auditors
|
|
|
|
|
29,987,467
|
|
|
47,220
|
|
|
24,957
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Outstanding
|
|
# Voted
|
|
% Voted
|
||||
At Date of Record
|
|
|
|
|
35,052,547
|
|
|
30,059,644
|
|
|
85.76
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
3.1
|
|
|
|
Southside Bancshares, Inc.
|
|
|
|
Date: May 14, 2018
|
By:
|
/s/ Julie N. Shamburger
|
|
|
Julie N. Shamburger
|
|
|
Senior Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
The name of the Corporation is Southside Bancshares, Inc., a for-profit corporation.
|
2.
|
The Corporation was formed as a for-profit corporation on August 11, 1982, and issued file number 61819600 by the Secretary of State of the State of Texas.
|
3.
|
Articles Four and Ten are amended and restated in their entirety to read as set forth in Articles Four and Ten of the Restated Certificate.
|
4.
|
The amendments to the Original Certificate described in Paragraph 3 above have been made in accordance with the provisions of the TBOC. The amendments to the Original Certificate and the Restated Certificate have been approved in the manner required by the provisions of the TBOC and the governing documents of the Corporation.
|
5.
|
The Restated Certificate attached hereto as Exhibit A accurately states the text of the Original Certificate as restated by the Restated Certificate. The attached Restated Certificate does not contain any other change except for the information permitted to be omitted by the provisions of the TBOC applicable to the Corporation (including the deletion of the article relating to the name and address of the organizer of the Corporation and the article stating that the Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least $1,000.00). The Original Certificate and all amendments and supplements thereto are hereby superseded by the Restated Certificate attached hereto.
|
|
||
|
|
|
Date: May 9, 2018
|
By:
|
/s/ Lee R. Gibson, CPA
|
|
Name:
|
Lee R. Gibson, CPA
|
|
Title:
|
President and Chief Executive Officer
|