Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

June 11, 2024

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

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Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7777 Henneman Way

McKinney, TX 75070-1711

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

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:

☐ 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 Exchange on Which Registered
Common Stock, par value, $0.01 per share	IBTX	NASDAQ Global Select Market

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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.

On June 11, 2024, the Company held its Annual Meeting for which the Board solicited proxies. There were 38,100,525 shares of the Company’s common stock represented in person or by proxy at the meeting, constituting 92.08% of the outstanding shares of common stock on April 15, 2024, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:

Proposal 1: To Elect Four Directors of the Company.

Each of the nominees under this proposal was nominated to be elected as a Class I or Class II director. As a result of the approval of Proposal 1, each of these nominees was duly elected to the Board as a Class I or Class II director to serve a one-year term until the 2025 Annual Meeting of Shareholders of the Company, with shareholders casting votes as follows:


	For	Against/Withhold	Abstain	Broker Non-Votes
Proposal 1:
Class I
Daniel W. Brooks	33,998,823	931,493	7,700	3,162,509
Janet P. Froetscher	34,751,186	176,633	10,197	3,162,509
Craig E. Holmes	34,252,100	674,588	11,328	3,162,509
G. Stacy Smith	31,611,247	3,311,443	15,326	3,162,509
Class II
William E. Fair	33,166,066	1,730,627	41,323	3,162,509
Donald L. Poarch	34,044,903	882,915	10,198	3,162,509
Michael T. Viola	34,025,677	897,081	15,258	3,162,509

Proposal 2: To Conduct a Vote to Approve, on an Advisory, Non-Binding Basis, the Compensation of the Company’s Named Executive Officers.

This proposal to conduct an advisory, non-binding vote regarding the compensation of the Company’s named executive officers was approved, with shareholders casting votes as follows:


	For	Against/Withhold	Abstain	Broker Non-Votes
Proposal 2:	34,240,922	673,137	23,957	3,162,509

Proposal 3: To Conduct a Vote to Approve, on an Advisory, Non-Binding Basis, the frequency of future votes regarding the Compensation of the Company’s Named Executive Officers.

This proposal to conduct an advisory, non-binding vote regarding the frequency of future votes regarding compensation of the Company’s named executive officers was approved, with shareholders casting votes as follows:


	1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
Proposal 3:	32,595,396	39,556	2,277,133	25,931	3,162,509

Proposal 4: To Ratify the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for 2024.

This proposal was approved, with shareholders casting votes as follows:


	For	Against/Withhold	Abstain	Broker Non-Votes
Proposal 4:	37,712,797	379,046	8,682	—

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.

Dated June 13, 2024

INDEPENDENT BANK GROUP, INC.


By:			/s/ David R. Brooks
Name:			David R. Brooks
Title:			Chairman of the Board and Chief Executive Officer

Cover Cover	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	Independent Bank Group, Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-35854
Entity Tax Identification Number	13-4219346
Entity Address, Address Line One	7777 Henneman Way
Entity Address, City or Town	McKinney
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75070-1711
City Area Code	972
Local Phone Number	562-9004
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value, $0.01 per share
Trading Symbol	IBTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001564618
Amendment Flag	false