Item 5.07 Submission of Matters to a Vote of Security Holders
--------------------------------------------------------------------------------
On April 23, 2020, Allegiance Bancshares, Inc. (the "Company") held its Annual
Meeting of Shareholders to consider and act upon the items listed below:
Proposal 1 - Denise Castillo-Rhodes, Robert Ivany, George Martinez and Janet S.
Wong were elected as Class II directors to serve on the Company's Board of
Directors until the Company's 2023 Annual Meeting of Shareholders and until his
or her respective successor or successors are duly elected and qualified, or
until his or her earlier resignation or removal. The table below contains a
summary of the number of votes for, votes withheld and broker non-votes for each
nominated director:
Nominee Votes For Votes Withheld Broker Non-Votes
Denise Castillo-Rhodes 10,934,003 161,013 4,191,877
Robert Ivany 8,683,057 2,411,959 4,191,877
George Martinez 8,123,369 2,971,647 4,191,877
Janet S. Wong 10,935,705 159,311 4,191,877
Proposal 2 - The amendment to the Company's Amended and Restated Certificate of
Formation to remove the plurality voting standard for the election of directors
did not receive the requisite shareholder vote for approval. The table below
contains a summary of the number of votes for, votes against, abstentions and
broker non-votes:
Votes For Votes Against Abstentions Broker Non-Votes
10,986,955 48,306 59,755 4,191,877
Proposal 3 - The shareholders ratified the appointment of Crowe LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2020 by the votes set forth in the table below:
Votes For Votes Against Abstentions Broker Non-Votes
15,275,161 5,206 6,526 0
Item 8.01 Other Events.
On April 24, 2020, the Company issued a press release announcing that the Board
of Directors of the Company declared a cash dividend of $0.10 per share to be
paid on June 15, 2020 to all shareholders of record as of May 29, 2020. The
press release also announced that the shareholders of the Company, upon
recommendation by the Company's Corporate Governance and Nominating Committee of
its Board of Directors, elected Ms. Denise Castillo-Rhodes and Ms. Janet S. Wong
as Class II Directors. As of the date of this filing, Ms. Castillo-Rhodes was
appointed to the Company's Audit Committee and Ms. Wong was appointed to the
Audit and Corporate Governance and Nominating Committees. The Company entered
into a Director and Officer Indemnification Agreement with each of Ms.
Castillo-Rhodes and Ms. Wong, the form of which is filed as an exhibit hereto
and incorporated herein by reference. Ms. Castillo-Rhodes and Ms. Wong will
receive fees consistent with those fees received by the existing non-employee
directors for service as directors of the Company.
A copy of the press release is filed as an exhibit hereto and incorporated
herein by reference.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following are filed as exhibits to this Current Report on
Form 8-K:
Exhibit Number Description of Exhibit
Form of indemnification agreement (incorporated herein
by reference to Exhibit 10.4 to the Company's Registration
10.1 Statement on Form S-1 (Registration 333-206536)).
Press Release issued by Allegiance Bancshares, Inc. on
99.1 April 24, 2020.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses