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Attachment 1

Attachment 2

Form 8-K

 

 

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): April 17, 2012

 

 

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-35388   74-2331986
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (281) 269-7199

 

 

 

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 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Prosperity Bancshares, Inc. (the “Company”) previously approved, subject to shareholder approval, the Prosperity Bancshares, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). According to the results from the Company’s 2012 Annual Meeting of Shareholders held on April 17, 2012, the Company’s shareholders approved the 2012 Plan. A more detailed summary of the material terms of the 2012 Plan appears on pages 38 – 45 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2012. The foregoing description of the 2012 Plan is qualified in its entirety by reference to the full text of the 2012 Plan, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 17, 2012, the Company held its Annual Meeting of Shareholders to consider and act upon the items listed below:

 

  1. James A. Bouligny, Robert Steelhammer, and H.E. Timanus, Jr. were elected as Class II directors to serve on the Board of Directors of the Company until the Company’s 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their 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:

 

     Votes For      Votes
Withheld
     Broker
Non-Votes
 

James A. Bouligny

     30,747,144         8,045,331         4,146,649   

Robert Steelhammer

     30,628,540         8,163,935         4,146,649   

H.E. Timanus, Jr.

     33,721,355         5,071,121         4,146,649   

The following Class I and Class III directors continued in office after the Annual Meeting: William H. Fagan, M.D., Leah Henderson, Ned S. Holmes, Perry Mueller, Jr. D.D.S., James D. Rollins III, Harrison Stafford II, David Zalman and Ervan E. Zouzalik.

 

  2. The shareholders adopted a proposal approving the Prosperity Bancshares, Inc. 2012 Stock Incentive Plan by the votes set forth in the table below:

 

Votes For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

35,586,936

   3,152,370    53,168    4,146,649


  3. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012 by the votes set forth in the table below:

 

Votes For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

42,601,896

   313,188    24,022    0

 

  4. The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below:

 

Votes For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

36,616,315

   1,946,164    229,996    4,146,649

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K:

 

Exhibit

Number

  

Description of Exhibit

10.1    Prosperity Bancshares, Inc. 2012 Stock Incentive Plan


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.

 

  PROSPERITY BANCSHARES, INC.
(Registrant)
Dated: April 23, 2012   By:   /s/ Charlotte M. Rasche
   

Charlotte M. Rasche

Executive Vice President and General

Counsel


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibit

10.1    Prosperity Bancshares, Inc. 2012 Stock Incentive Plan