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 21, 2012
INTERNATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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Texas |
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000-09439 |
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74-2157138 |
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(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
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1200 San Bernardo, Laredo, Texas |
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78040-1359 |
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(Address of principal executive offices) |
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(ZIP Code) |
(Registrant’s 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2012, International Bancshares Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) to vote on the following proposals:
(1) To elect eleven (11) 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 & Pullen, LLP as independent auditors for the fiscal year ending December 31, 2012;
(3) To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executives as described in the Compensation, Discussion and Analysis and the tabular disclosure regarding named executive officer compensation in the Company’s Proxy Statement;
(4) To consider and vote on a proposal to approve the 2012 International Bancshares Corporation Stock Option Plan adopted by the Board of Directors on April 5, 2012; and
(5) To consider and vote on a shareholder proposal regarding the implementation of a majority vote standard in uncontested director elections.
The following table lists the final voting results for 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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47,469,915 |
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1,046,632 |
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11,666,286 |
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R. David Guerra |
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34,478,848 |
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14,037,699 |
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11,666,286 |
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Daniel B. Hastings, Jr. |
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47,739,737 |
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776,810 |
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11,666,286 |
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Douglas B. Howland |
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47,862,228 |
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654,319 |
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11,666,286 |
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Imelda Navarro |
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33,006,688 |
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15,509,859 |
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11,666,286 |
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Sioma Neiman |
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26,738,477 |
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21,778,070 |
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11,666,286 |
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Peggy J. Newman |
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47,671,736 |
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844,811 |
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11,666,286 |
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Dennis E. Nixon |
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34,938,141 |
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13,578,406 |
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11,666,286 |
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Larry A. Norton |
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47,862,147 |
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654,400 |
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11,666,286 |
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Leonardo Salinas |
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45,038,261 |
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3,478,286 |
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11,666,286 |
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Antonio R. Sanchez, Jr. |
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33,971,844 |
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14,544,703 |
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11,666,286 |
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Ratification of McGladrey & Pullen, LLP |
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58,221,570 |
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476,761 |
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1,484,502 |
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Non-binding Advisory Resolution on Compensation |
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47,476,564 |
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435,270 |
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604,713 |
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11,666,286 |
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Approval of the 2012 International Bancshares Corporation Stock Option Plan |
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37,759,222 |
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10,714,040 |
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43,285 |
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11,666,286 |
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Approval of Shareholder Proposal |
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43,617,352 |
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4,889,819 |
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9,376 |
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11,666,286 |
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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 Company’s Articles of Incorporation. In addition, each of the other proposals was approved by a majority vote.
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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By: |
/s/ Dennis E. Nixon |
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Dennis E. Nixon, President and | |
Date: May 23, 2012