Southside Bancshares Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SBSI
Major Banks
Finance
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)
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: (903 ) 531-7111
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(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: | |||||
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Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| NYSE Texas | ||||||||||||||
| 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 Rule 12b-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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2026, Southside Bancshares, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders approved an amendment to the Company’s Restated Certificate of Formation (the “Charter Amendment”) to authorize the issuance of up to 8,000,000 shares of flexible preferred stock. A detailed description of the Charter Amendment was set forth in Proposal Three in the Company’s 2026 Proxy Statement, filed with the Securities and Exchange Commission on March 25, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Charter Amendment filed herewith as Exhibit 3.1. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Texas on May 19, 2026.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A total of 26,767,647 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting, or 89.99%, of the 29,743,585 shares outstanding as of the record date, March 16, 2026. The Company's shareholders voted on four proposals at the Annual Meeting, as set forth below.
| Proposal 1 - Election of Directors | ||||||||||||||||||||
| Shareholders approved the election of four directors to serve for three-year terms expiring at the 2029 Annual Meeting of Shareholders, one director to serve for a two-year term expiring at the 2028 Annual Meeting of Shareholders and one director to serve for a one-year term expiring at the 2027 Annual Meeting of Shareholders. Final results were as follows: | ||||||||||||||||||||
| Term Expiring at the 2029 Annual Meeting: | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Lawrence L. Anderson, M.D. | 23,379,541 | 629,316 | 2,758,790 | |||||||||||||||||
| Keith M. Donahoe | 23,483,743 | 525,114 | 2,758,790 | |||||||||||||||||
| H. J. Shands, III | 23,040,796 | 968,061 | 2,758,790 | |||||||||||||||||
| Preston L. Smith | 22,770,922 | 1,237,935 | 2,758,790 | |||||||||||||||||
| Term Expiring at the 2028 Annual Meeting: | ||||||||||||||||||||
| Jeb W. Jones | 23,536,608 | 472,249 | 2,758,790 | |||||||||||||||||
| Term Expiring at the 2027 Annual Meeting: | ||||||||||||||||||||
| Raymond C. McKinney, CPA | 23,508,922 | 499,935 | 2,758,790 | |||||||||||||||||
| Proposal 2 - Say-on-Pay Vote | ||||||||||||||||||||||||||||||||
| Shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as described in the Company's proxy statement. Final results were as follows: | ||||||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| 22,322,893 | 1,546,713 | 139,251 | 2,758,790 | |||||||||||||||||||||||||||||
| Proposal 3 - Approval of Amendment to the Company's Restated Certificate of Formation | ||||||||||||||||||||||||||||||||
| Shareholders approved an amendment to the Company's Restated Certificate of Formation to authorize the issuance of up to 8,000,000 shares of flexible preferred stock, as described in the Company's 2026 Proxy Statement. Final results were as follows: | ||||||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| 21,818,160 | 2,013,911 | 176,786 | 2,758,790 | |||||||||||||||||||||||||||||
| Proposal 4 - Ratification of Appointment of Independent Registered Certified Public Accounting Firm | ||||||||||||||||||||||||||||||||
| Shareholders ratified the appointment by the Company's Audit Committee of Ernst & Young LLP to serve as the Company's independent registered certified public accounting firm for the year ending December 31, 2026. Final results were as follows: | ||||||||||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||
| 26,404,321 | 206,509 | 156,817 | N/A | |||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(D)Exhibits. The following materials are furnished as exhibits to this Current Report on Form 8-K:
Exhibit Number | Description of Exhibit | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Southside Bancshares, Inc. | ||||||||
| Date: May 20, 2026 | By: | /s/ JULIE N. SHAMBURGER | ||||||
| Julie N. Shamburger, CPA | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||