UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
CBTX, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on June 29, 2022 (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the shareholders of the Company: (i) elected four Class I directors to the Board of Directors of the Company to serve for a term commencing on the date of the annual meeting and continuing until the Company’s 2025 annual meeting of shareholders; each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal by operation of law or otherwise; (ii) approved an amendment to the Company’s First Amended and Restated Certificate of Formation to change the name of the Company from CBTX, Inc. to Stellar Bancorp, Inc. subject to and upon the closing of the merger of the Company with Allegiance Bancshares, Inc. (the “Name Change Proposal”); and (iii) ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022.
As of May 16, 2022, the record date (the “Record Date”) for the 2022 Annual Meeting, there were 24,606,286 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company issued and outstanding. 19,638,790 shares of Common Stock were represented in person or by proxy and entitled to vote at the 2022 Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the shareholders.
The number of votes for, votes withheld and broker non-votes for the election of each director was as follows:
Number of Votes For | Number of Votes Withheld | Broker Non-Votes | |||
Class I Directors | |||||
Robert R. Franklin, Jr. | 17,082,814 | 387,610 | 2,168,366 | ||
J. Pat Parsons | 17,145,437 | 324,987 | 2,168,366 | ||
Michael A. Havard | 14,802,510 | 2,667,914 | 2,168,366 | ||
Tommy W. Lott | 14,584,352 | 2,886,072 | 2,168,366 |
The number of votes for, the number of votes against, the number of abstentions and number of broker non-votes with respect to the Name Change Proposal was as follows:
Number of Votes For | Number of Votes Against | Abstentions | Broker Non-Votes | |||
18,480,376 | 42,083 | 37,238 | 1,079,093 |
The number of votes for, the number of votes against, and the number of abstentions with respect to the ratification of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 was as follows. There were no broker non-votes returned on this matter.
Number of Votes For | Number of Votes Against | Abstentions | ||
19,597,511 | 29,438 | 11,841 |