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, 2013
INTERNATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Texas |
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000-09439 |
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74-2157138 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
1200 San Bernardo, Laredo, Texas |
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78040-1359 |
(Address of principal executive offices) |
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(ZIP Code) |
(Registrants 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);
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-4 (c))
Item 5.03 Amendment to Articles of Incorporation
On May 20, 2013, International Bancshares Corporation (the Company) held its 2013 Annual Meeting of Shareholders (the Annual Meeting), at which the shareholders of the Company, upon the recommendation of the Board of Directors of the Company, approved and adopted an amendment to the Companys Articles of Incorporation. The amendment was previously approved and adopted by the Companys Board of Directors on February 28, 2013, subject to shareholder approval. The amendment provides for a majority vote standard in uncontested director elections.
A copy of the Amendment to the Articles of Incorporation of the Company, which was filed with the Secretary of State of the State of Texas on May 21, 2013, is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the amendment is qualified in its entirety by reference to Exhibit 3.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company submitted the following proposals to its shareholders for a vote:
(1) To elect nine (9) directors of the Company to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;
(2) To ratify the appointment of McGladrey LLP as independent auditors for the fiscal year ending December 31, 2013;
(3) To consider and approve a non-binding advisory resolution to approve the compensation of the Companys named executives as described in the Compensation, Discussion and Analysis and the tabular disclosure regarding named executive officer compensation in the Proxy Statement;
(4) To consider an advisory vote regarding the frequency of the advisory approval of the Companys executive compensation;
(5) To consider and vote on a proposal to approve the 2013 Management Incentive Plan; and
(6) To consider and vote on a proposal to amend the Articles of Incorporation of the Company to provide for a majority vote standard in uncontested director elections.
The following table lists the final voting results for Proposals 1, 2, 3, 5 and 6 at the Annual Meeting:
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Broker |
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For |
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Against |
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Withheld |
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Abstentions |
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Non-Votes |
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Election of Directors |
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Irving Greenblum |
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47,513,995 |
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710,279 |
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13,171,001 |
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R. David Guerra |
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39,092,552 |
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9,131,722 |
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13,171,001 |
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Douglas B. Howland |
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47,739,085 |
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485,189 |
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13,171,001 |
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Imelda Navarro |
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37,545,453 |
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10,678,821 |
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13,171,001 |
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Peggy J. Newman |
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47,517,850 |
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706,424 |
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13,171,001 |
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Dennis E. Nixon |
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40,859,855 |
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7,364,419 |
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13,171,001 |
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Larry A. Norton |
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47,739,085 |
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485,189 |
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13,171,001 |
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Leonardo Salinas |
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45,470,456 |
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2,753,818 |
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13,171,001 |
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Antonio R. Sanchez, Jr. |
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38,948,492 |
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9,275,782 |
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13,171,001 |
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Ratification of McGladrey LLP |
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56,459,542 |
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67,581 |
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39,966 |
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4,609,878 |
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Non-binding Advisory Resolution on Compensation |
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47,482,930 |
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415,260 |
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107,775 |
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13,171,001 |
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Approval of 2013 Management Incentive Plan |
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46,688,390 |
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670,075 |
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647,500 |
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13,171,001 |
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Approval of amendment to Articles of Incorporation |
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47,322,178 |
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75,785 |
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608,003 |
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13,171,001 |
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Based on the foregoing results, each director nominee was elected by a plurality vote, which is the voting standard required by the Companys Articles of Incorporation.
With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Companys executive compensation, the following table lists the final voting results for the Annual Meeting:
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Broker |
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1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Non-Votes |
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Non-binding Advisory Resolution on Frequency of Compensation Vote |
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43,181,690 |
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105,337 |
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4,602,207 |
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116,731 |
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13,171,001 |
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The one 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 Companys 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 Companys named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation in the Companys Proxy Statement for the 2014 Annual Shareholders Meeting. In addition, each of the other proposals was approved by a majority vote.
Item 9.01 Financial Statements and Exhibits
3.1 Certificate of Amendment to IBCs Articles of Incorporation.
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.
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INTERNATIONAL BANCSHARES CORPORATION |
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(Registrant) |
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By: |
/s/ Dennis E. Nixon |
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Dennis E. Nixon, President and |
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Chairman of the Board |
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Date: May 22, 2013 |
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Exhibit 3.1
Exhibit 3.1 Articles of Amendment to IBCs Articles of Incorporation
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
INTERNATIONAL BANCSHARES CORPORATION
Pursuant to the provisions of Chapter 3, Subchapter B of the Texas Business Organizations Code (the Code ), International Bancshares Corporation, a Texas for-profit corporation (the Corporation ), hereby adopts the following Certificate of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is International Bancshares Corporation.
ARTICLE TWO
Article X of the Corporations Articles of Incorporation is hereby amended to read in its entirety as follows:
ARTICLE X
Cumulative voting by the shareholders of the corporation at any election for directors or upon any other matter is expressly prohibited. A nominee for director shall be elected to the Board of Directors if the majority of the votes cast for such nominee shall be in favor of such nominees election; provided, however, that if the number of nominees for director shall exceed the number of positions on the Board of Directors being filled, then directors shall be elected by a plurality of the votes of the shareholders entitled to vote thereon.
ARTICLE THREE
This amendment has been approved in the manner required by the Code and the governing documents of the Corporation.
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Dated this 21 st day of May, 2013. |
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INTERNATIONAL BANCSHARES CORPORATION |
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By: |
/s Dennis E. Nixon |
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Dennis E. Nixon, Chairman of the Board and President |