IBOC International Bancshares

Filed: 20 May 21, 12:14pm





Washington, D.C.  20549





Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 17, 2021



(Exact name of registrant as specified in its charter)



Texas 000-9439 74-2157138
(State or other jurisdiction (Commission File (IRS Employer
of incorporation Number) Identification No.)



1200 San Bernardo, Laredo, Texas 78040-1359
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code   (956) 722-7611



(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);


¨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 250.13e-4 (c))


Securities registered pursuant to Section 12(b) of the Act:



Title of each class: Trading Symbol Name of each exchange on which registered:
Common Stock, $1.00 par value IBOC NASDAQ


Indicate by check mark 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 14, 2021, Mr. Irving Greenblum provided notice to the Company that he had decided to retire and no longer seek or accept re-election to the Company’s Board once his term expired on May 17, 2021.


Item 5.07 Submission of Matters to a Vote of Security Holders.


On May 17, 2021, International Bancshares Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company submitted the following proposals to its shareholders for a vote:


(1)To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors shall have been duly elected and qualified;1


(2)To ratify the appointment of RSM US LLP as independent auditors for the fiscal year ending December 31, 2021;


(3)To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Proxy Statement; and


The following table lists the final voting results for Proposals 1, 2, and 3 at the Annual Meeting:


  For  Against  Abstained/Withheld  Broker Non-
Election of Directors                
Javier De Anda  51,370,919   1,545,102   13,677   10,714,238 
Douglas B. Howland  37,982,636   14,933,530   13,531   10,714,239 
Rudolph M. Miles  51,511,421   1,404,689   13,587   10,714,239 
Dennis E. Nixon  50,278,982   2,635,918   14,797   10,714,239 
Larry A. Norton  37,979,971   14,936,194   13,531   10,714,239 
Roberto R. Resendez  51,371,167   1,544,908   13,621   10,714,238 
Antonio R. Sanchez,Jr.  51,249,543   1,667,345   12,808   10,714,236 
Ratification of RSM US LLP  57,478,261   121,939   14,574   6,098,932 
Non-binding Advisory Resolution on Compensation  52,202,263   683,671   42,021   10,714,239 


Based on the foregoing results, each of the above director nominee was elected by a majority vote standard, which is the voting standard required by the Company’s Articles of Incorporation for uncontested director elections. Proposals 2 and 3 were also approved by majority vote.



1 On May 14, 2021, Mr. Irving Greenblum provided notice to the Company that he had decided to retire and no longer seek or accept re-election to the Company’s Board once his term expired on May 17, 2021. Therefore, only seven directors were elected at the Annual Meeting as shown above.






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.


By: /s/ Dennis E. Nixon
 Dennis E. Nixon, President and CEO


Date: May 20, 2021