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

On July 21, 2022, Hilltop Holdings Inc., or the Company, held its 2022 Annual Meeting of Stockholders, or the 2022 Annual Meeting. At the 2022 Annual Meeting, the Company's stockholders approved an amendment, or the Amendment, to the Hilltop Holdings Inc. Employee Stock Purchase Plan, or the ESPP, to increase the number of shares reserved for issuance under the ESPP by 800,000 shares to a total of 1,400,000 shares of common stock. The Amendment had previously been adopted by the Company's board of directors subject to stockholder approval. A description of the material terms of the Amendment is set forth under the heading "Proposal Three - Approval of Amendment to the Hilltop Holdings Inc. Employee Stock Purchase Plan" in the Company's Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting, filed with the Securities and Exchange Commission on May 2, 2022, and is incorporated by reference herein.

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 PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results at the 2022 Annual Meeting were as follows:





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 PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.





                                                 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 to Hilltop Holdings Inc. Employee Stock Purchase
               Plan.

   104         Cover Page Interactive File (formatted as Inline XBRL).




  3

© Edgar Online, source Glimpses