Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On
The foregoing summary and the description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting, which was held virtually, stockholders were asked to
vote on four proposals: the election of the 18 director nominees named in the
proxy statement; a non-binding advisory vote to approve executive compensation;
an amendment to the ESPP; and the ratification of the appointment of
Proposal No. The stockholders elected the following 18 director nominees to serve 1: on the Company's Board of Directors until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified. Broker Name For Against Withheld Non-Votes Rhodes R. Bobbitt 62,343,212 1,241,086 5,146,901 Tracy A. Bolt 63,098,632 485,666 5,146,901 J. Taylor Crandall 50,607,048 12,977,250 5,146,901 Hill A. Feinberg 58,393,911 5,190,387 5,146,901 Gerald J. Ford 58,524,955 5,059,343 5,146,901 Jeremy B. Ford 62,280,021 1,304,277 5,146,901 J. Markham Green 62,348,168 1,236,130 5,146,901 William T. Hill, Jr. 50,192,258 13,392,040 5,146,901 Charlotte Jones 57,065,733 6,518,565 5,146,901 Lee Lewis 58,958,180 4,626,118 5,146,901 Andrew J. Littlefair 62,781,061 803,237 5,146,901 Tom C. Nichols 62,760,855 823,443 5,146,901 W. Robert Nichols, III 35,898,290 27,686,008 5,146,901 Kenneth D. Russell 58,883,445 4,700,853 5,146,901 A. Haag Sherman 38,649,268 24,935,030 5,146,901 Jonathan S. Sobel 55,960,941 7,623,357 5,146,901 Robert C. Taylor, Jr. 50,666,900 12,917,398 5,146,901 Carl B. Webb 58,952,226 4,632,072 5,146,901 2
Proposal No. 2: The stockholders approved, on an advisory basis, the 2021 compensation of the Company's named executive officers.
Broker For Against Abstain Non-Votes 61,986,413 1,499,326 98,559 5,146,901 Proposal No. 3: The stockholders approved the amendment to the ESPP that increases the number of shares of common stock reserved for issuance under the ESPP. Broker For Against Abstain Non-Votes 63,424,815 61,518 97,965 5,146,901
Proposal No. 4: The stockholders ratified the appointment of
Broker For Against Abstain Non-Votes 67,319,715 1,136,567 274,917 - Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Shell company transactions. Not applicable. (d) Exhibits.
The following exhibit(s) are filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
Exhibit Number Description of Exhibit 10.1 First Amendment toHilltop Holdings Inc. Employee Stock Purchase Plan. 104 Cover Page Interactive File (formatted as Inline XBRL). 3
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