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 21, 2022 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2022, Hilltop Holdings Inc., or the Company, held its 2022 Annual Meeting of Stockholders, or the 2022 Annual Meeting. At the 2022 Annual Meeting, the Company’s stockholders approved an amendment, or the Amendment, to the Hilltop Holdings Inc. Employee Stock Purchase Plan, or the ESPP, to increase the number of shares reserved for issuance under the ESPP by 800,000 shares to a total of 1,400,000 shares of common stock. The Amendment had previously been adopted by the Company’s board of directors subject to stockholder approval. A description of the material terms of the Amendment is set forth under the heading “Proposal Three — Approval of Amendment to the Hilltop Holdings Inc. Employee Stock Purchase Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting, filed with the Securities and Exchange Commission on May 2, 2022, and is incorporated by reference herein.
The foregoing summary and the description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, which was held virtually, stockholders were asked to vote on four proposals: the election of the 18 director nominees named in the proxy statement; a non-binding advisory vote to approve executive compensation; an amendment to the ESPP; 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, 2022. The voting results at the 2022 Annual Meeting were as follows:
| Proposal No. 1: | The stockholders elected the following 18 director nominees to serve on the Company’s Board of Directors until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified. |
| Name | For | Against | Withheld | Broker Non-Votes | ||||||||||||
| Rhodes R. Bobbitt | 62,343,212 | 1,241,086 | 5,146,901 | |||||||||||||
| Tracy A. Bolt | 63,098,632 | 485,666 | 5,146,901 | |||||||||||||
| J. Taylor Crandall | 50,607,048 | 12,977,250 | 5,146,901 | |||||||||||||
| Hill A. Feinberg | 58,393,911 | 5,190,387 | 5,146,901 | |||||||||||||
| Gerald J. Ford | 58,524,955 | 5,059,343 | 5,146,901 | |||||||||||||
| Jeremy B. Ford | 62,280,021 | 1,304,277 | 5,146,901 | |||||||||||||
| J. Markham Green | 62,348,168 | 1,236,130 | 5,146,901 | |||||||||||||
| William T. Hill, Jr. | 50,192,258 | 13,392,040 | 5,146,901 | |||||||||||||
| Charlotte Jones | 57,065,733 | 6,518,565 | 5,146,901 | |||||||||||||
| Lee Lewis | 58,958,180 | 4,626,118 | 5,146,901 | |||||||||||||
| Andrew J. Littlefair | 62,781,061 | 803,237 | 5,146,901 | |||||||||||||
| Tom C. Nichols | 62,760,855 | 823,443 | 5,146,901 | |||||||||||||
| W. Robert Nichols, III | 35,898,290 | 27,686,008 | 5,146,901 | |||||||||||||
| Kenneth D. Russell | 58,883,445 | 4,700,853 | 5,146,901 | |||||||||||||
| A. Haag Sherman | 38,649,268 | 24,935,030 | 5,146,901 | |||||||||||||
| Jonathan S. Sobel | 55,960,941 | 7,623,357 | 5,146,901 | |||||||||||||
| Robert C. Taylor, Jr. | 50,666,900 | 12,917,398 | 5,146,901 | |||||||||||||
| Carl B. Webb | 58,952,226 | 4,632,072 | 5,146,901 | |||||||||||||
| 2 |
Proposal No. 2: The stockholders approved, on an advisory basis, the 2021 compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 61,986,413 | 1,499,326 | 98,559 | 5,146,901 | |||||||||||
Proposal No. 3: The stockholders approved the amendment to the ESPP that increases the number of shares of common stock reserved for issuance under the ESPP.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 63,424,815 | 61,518 | 97,965 | 5,146,901 | |||||||||||
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, 2022.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 67,319,715 | 1,136,567 | 274,917 | - | |||||||||||
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
Not applicable.
| (b) | Pro forma financial information. |
Not applicable.
| (c) | Shell company transactions. |
Not applicable.
| (d) | Exhibits. |
The following exhibit(s) are filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
|
Exhibit Number |
Description of Exhibit | |
| 10.1 | First Amendment to Hilltop Holdings Inc. Employee Stock Purchase Plan. | |
| 104 | Cover Page Interactive File (formatted as Inline XBRL). |
| 3 |
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 22, 2022 | By: | /s/ COREY PRESTIDGE |
| Name: | Corey G. Prestidge | |
| Title: | Executive Vice President, General Counsel & Secretary | |
| 4 |
Exhibit 10.1
FIRST AMENDMENT TO
Hilltop Holdings Inc.
EMPLOYEE STOCK PURCHASE PLAN
This FIRST AMENDMENT TO Hilltop Holdings Inc. EMPLOYEE STOCK PURCHSE Plan (this “Amendment”), effective as of April 21, 2022 (the “Effective Date”), is made and entered into by Hilltop Holdings Inc., a Maryland corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Hilltop Holdings Inc. Employee Stock Purchase Plan (the “Plan”).
RECITALS
WHEREAS, Section 12(a) of the Plan provides that the Board may amend the Plan at any time in any respect the Board deems necessary or advisable; provided, however, that stockholder approval shall be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any amendment that, among other things, materially increases the number of shares of Common Stock available for issuance under the Plan;
WHEREAS, the Company desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan, as set forth in Section 3(a) of the Plan, subject to the provisions of Section 11(a) relating to Capitalization Adjustments, by an additional 800,000 shares of Common Stock (the “Increased Share Amount”); and
WHEREAS, this Amendment materially increases the number of shares of Common Stock available for issuance under the Plan, and consequently, the Company intends to submit this Amendment to the Company’s stockholders for their approval in accordance with Section 12(a) of the Plan.
NOW, THEREFORE, in accordance with Section 12(a) of the Plan, the Plan is hereby amended, effective as of the Effective Date, as follows:
1. Section 3(a) of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 3(a):
(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the shares of Common Stock that may be sold pursuant to Purchase Rights shall not exceed in the aggregate One Million Four Hundred Thousand (1,400,000) shares of Common Stock.
2. This Amendment shall be effective as of the Effective Date; provided, however, that no Purchase Rights may be exercised by Participants as to the Increased Share Amount until the Company’s stockholders have timely approved this Amendment. In the event stockholder approval of this Amendment is not obtained within twelve (12) months of the Effective Date, the additional shares reserved for issuance under the Plan pursuant to this Amendment shall not be available for grant as shares of Common Stock.
3. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the Effective Date.
| Hilltop Holdings Inc. | ||
| By: | /s/ COREY G. PRESTIDGE | |
| Name: | Corey G. Prestidge | |
| Title: | Executive Vice President, General & Secretary | |