Shareholder Vote

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): May 19, 2025   INTERNATIONAL BANCSHARES CORPORATION (Exact name of registrant as specified in its charter)   Texas   000-9439   74-2157138 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1200 San Bernardo , Laredo , Texas   78040-1359 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code:   ( 956 ) 722-7611   None (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 (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 250.13e-4 (c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class:   Trading Symbol(s)   Name of each exchange on which registered: Common Stock, $1.00 par value   IBOC   The Nasdaq Stock Market   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 5.07. Submission of Matters to a Vote of Security Holders.   On May 19, 2025, International Bancshares Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). As described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025 (the “Proxy Statement”), the Company submitted the following proposals to its shareholders for a vote:   (1) To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;   (2) To ratify the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2025;   (3) To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the accompanying Proxy Statement; and   (4) To consider an advisory vote regarding the frequency of the advisory approval of the Company’s executive compensation.   The following table lists the final voting results for Proposals 1, 2, and 3 at the Annual Meeting:       For   Against   Abstain   Broker Non-Votes   Election of Directors                           Javier de Anda     51,617,371     177,954     17,890     4,724,245   Douglas B. Howland     47,946,633     3,647,597     218,985     4,724,245   Rudolph M. Miles     51,728,223     66,076     18,916     4,724,245   Dennis E. Nixon     50,196,920     1,598,405     17,890     4,724,245   Larry A. Norton     48,009,499     3,596,359     207,357     4,724,245   Roberto R. Reséndez     49,539,382     2,053,833     220,000     4,724,245   Antonio R. Sanchez, Jr.     44,505,566     7,289,186     18,463     4,724,245   Diana G. Zuniga     50,114,326     1,479,899     218,990     4,724,245                               Ratification of RSM US LLP     56,134,617     378,418     24,425     0                               Non-binding Advisory Resolution on Compensation     48,813,979     2,969,030     30,206     4,724,245     Based on the foregoing results, each director nominee named above was elected by a majority-vote standard, which is the voting standard required by the Company’s Articles of Incorporation for uncontested director elections. Proposals 2 and 3 were also approved by a majority vote.         With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Company’s executive compensation, the following table lists the final voting results for the Annual Meeting:       1 Year     2 Years     3 Years     Abstentions     Broker Non-Votes   Non-binding Advisory Resolution on Frequency of Compensation Vote     48,263,727       26,313       3,470,536       29,335            0     The 1 year option received the highest number of votes cast by the shareholders and is deemed to be the frequency that is preferred by the shareholders of the Company. The Company’s Board of Directors has determined that it will include a proposal to vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the Company’s Proxy Statement for the 2026 Annual Shareholders Meeting.         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.     INTERNATIONAL BANCSHARES CORPORATION       By: /s/ Dennis E. Nixon     Dennis E. Nixon     President and Chief Executive Officer     Date: May 21, 2025