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 8, 2019

 

 

Cadence Bancorporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38058   47-1329858

(State or other jurisdiction of

incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)
2800 Post Oak Boulevard, Suite 3800 Houston, Texas     77056

(Address of principal executive

offices)

    (Zip Code)

(713) 871-4000

(Registrant’s telephone number, including area code)

Not Applicable

(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))

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.  ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

Cadence Bancorporation, a Delaware corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2019. Stockholders holding 119,082,445 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), or 92.49%, of the 128,740,373 outstanding shares of Class A Common Stock as of the record date for the Annual Meeting, were present at the Annual Meeting or were represented by proxy. The Company’s stockholders voted on four matters presented at the meeting, each of which is discussed in more detail in the Company’s definitive proxy statement mailed to its stockholders on or about March 29, 2019, and which received the requisite number of votes to pass. The voting results on the proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results of the proposal to elect the following Class II Directors were as follows:

J. Richard Fredericks

 

For   Against   Abstain    Broker Non-Votes

 

 

 

 

 

  

 

98,834,925   7,197,628   230,852    12,819,040

Virginia A. Hepner

 

For   Against   Abstain    Broker Non-Votes

 

 

 

 

 

  

 

101,939,777   4,098,256   225,372    12,819,040

Kathy Waller

 

For   Against   Abstain    Broker Non-Votes

 

 

 

 

 

  

 

100,402,784   5,632,894   227,727    12,819,040

Proposal 2

The voting results of the proposal for an advisory vote on the compensation of our named executive officers were as follows:

 

For   Against   Abstain    Broker Non-Votes

 

 

 

 

 

  

 

97,049,355   8,726,265   487,785    12,819,040

Proposal 3

The voting results of the proposal for an advisory vote on the frequency of future votes on the compensation of our named executive officers were as follows:

 

Every 1 year   Every 2 years   Every 3 Years    Abstain    Broker Non-Votes

 

 

 

 

 

  

 

  

 

98,445,511   20,346   6,317,707    1,479,841    12,819,040

Proposal 4

The voting results of the proposal to ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year 2019 were as follows:

 

For   Against   Abstain    Broker Non-Votes

 

 

 

 

 

  

 

115,467,111   3,078,184   537,150    0

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.

 

   

Cadence Bancorporation

Date: May 13, 2019

   

By:

 

/s/ Jerry W. Powell

     

 

   

Name:

 

Jerry W. Powell

   

Title:

 

Executive Vice President and General Counsel