Spirit of Texas Bancshares, Inc. (Form: 8-K, Received: 05/24/2019 14:49:16)

Date: May 24, 2019

SPIRIT OF TEXAS BANCSHARES, INC.

/s/ Jeffrey A. Powell

Jeffrey A. Powell

Chief Financial Officer and Executive Vice President

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 24, 2019 (May 23, 2019)

Spirit of Texas Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Texas

001-38484

90-0499552

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1836 Spirit of Texas Way

Conroe, Texas 77301

(Address of principal executive offices) (Zip Code)

(936) 521-1836

(Registrant’s telephone number, including area 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:

☐	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(s)

Name of each exchange

on which registered

Common Stock, no par value

STXB

The NASDAQ Stock Market LLC

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.

Spirit of Texas Bancshares, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders on May 23, 2019 (the “Annual Meeting”). There were 13,777,032 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Annual Meeting and 10,338,138 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Annual Meeting. The shareholders of the Company voted on and approved the following proposals, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A for the 2019 Annual Meeting of Shareholders filed by the Company with the Securities and Exchange Commission on April 11, 2019:

(1)

To elect (x) David M. McGuire, Thomas Jones, Jr., Leo T. Metcalf, III and Nelda Luce Blair to serve as Class III directors of the Company until the Company’s 2022 annual meeting of shareholders, (y) William K. Nix to serve as a Class I director of the Company until the Company’s 2020 annual meeting of shareholders, and (z) Allen C. Jones, IV to serve as a Class II director of the Company until the Company’s 2021 annual meeting of shareholders, each until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Final voting results were as follows:


Name of Class III Nominee	Votes For		Votes Withheld		Broker Non-Votes
David M. McGuire		7,355,133		436,543		2,546,462
Thomas Jones, Jr.		7,453,792		337,884		2,546,462
Leo T. Metcalf, III		6,468,197		1,323,479		2,546,462
Nelda Luce Blair		7,506,815		284,861		2,546,462

Name of Class I Nominee

Votes For

Votes Withheld

Broker Non-Votes

William K. Nix

6,495,928

1,295,748

2,546,462

Name of Class II Nominee

Votes For

Votes Withheld

Broker Non-Votes

Allen C. Jones, IV

7,515,346

276,330

2,546,462

(2)

To ratify the Audit Committee’s appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019. Final voting results were as follows:


Votes For	Votes Against		Abstentions
10,331,404		16,017		10,717

Item 8.01.

Other Events.

On May 24, 2019, the Company issued a press release announcing the election of Nelda Luce Blair to its Board of Directors. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press release issued by Spirit of Texas Bancshares, Inc., dated May 24, 2019

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.

Exhibit 99.1


		Contacts:		Dennard Lascar Investor Relations
				Ken Dennard / Natalie Hairston
				(713) 529-6600
				STXB@dennardlascar.com

SPIRIT OF TEXAS BANCSHARES, INC. SHAREHOLDERS ELECT

NELDA LUCE BLAIR AND RE-ELECT FIVE OTHERS TO THE BOARD

CONROE, TEXAS – MAY 24, 2019 – Spirit of Texas Bancshares, Inc. (NASDAQ: STXB) (the “Company” or “Spirit”), the holding company for Spirit of Texas Bank, today announced that Nelda Luce Blair was elected to the Spirit Board of Directors at the Company’s annual meeting of shareholders held on May 23, 2019.

Dean O. Bass, Spirit’s Chairman and Chief Executive Officer, stated, “We are pleased with the election of our slate of board members at this year’s annual meeting of shareholders. Ms. Blair has served as a trusted advisor of the Company since March 1, 2019 and we are delighted to add Nelda to the Spirit Board of Directors. She is a fifth-generation Texan, a triple board-certified attorney, owner of The Blair Law Firm, and is very involved in numerous high-profile state and community boards, foundations and committees, including serving on the current Board of Regents at Stephen F. Austin State University. Nelda embodies the Spirit motto of ‘Texans helping Texans’ in her daily life, and I am confident that she will continue to add valuable insights and perspectives as the newest member of our Board.”

Ms. Blair’s legal and professional experience include: President/Owner of The Blair Law Firm since 1987; a legal consultant, local counsel, government liaison, and expert witness; fund raising campaigns for educational awareness; periodic legal commentator on FOXNews, CNN, MSNBC, Court TV, Houston FOX 26. Prior to 1987, her career activities included stints at the Montgomery County Attorney’s Office Prosecutor for Specialized Real Estate Division and legal advisor and liaison for the Commissioners Court/Tax Assessor; associate attorney at Hope & Mayes Holbrook; and associate attorney at Kaufman & Becker . Ms. Blair received her J.D. from University of Houston Law Center in 1983 after receiving her B.A. (Pre-Law, Economics, Sociology) from Baylor University in 1980.

Additionally, David M. McGuire, Thomas Jones, Jr., Leo T. Metcalf, III, William K. Nix and Allen C. Jones, IV were all re-elected to the Spirit Board of Directors. Ms. Blair was also named as the newest member of the Board of Directors of Spirit of Texas Bank.

About Spirit of Texas Bancshares, Inc.

Spirit, through its wholly-owned subsidiary, Spirit of Texas Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Spirit of Texas Bank has 29 locations in the Houston, Dallas/Fort Worth, Bryan/College Station, San Antonio-New Braunfels and Corpus Christi metropolitan areas, along with offices in North Central Texas. Please visit https://www.sotb.com for more information.

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