UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 onForm 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | 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.
Date: May 24, 2019 | SPIRIT OF TEXAS BANCSHARES, INC. | |||||
By: | /s/ Jeffrey A. Powell | |||||
Name: | Jeffrey A. Powell | |||||
Title: | Chief Financial Officer and Executive Vice President |