8-KThe WireRoutine
Shareholder Vote
Filed May 20, 2026 · 1mo ago · Accession 0001104659-26-064211
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 18, 2026
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 18, 2026, International
Bancshares Corporation (the “Company”) held its 2026 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 20, 2026 (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, 2026; and
(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 Proxy Statement.
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
50,312,229
692,795
12,067
5,172,819
Douglas B. Howland
42,540,965
8,452,097
24,029
5,172,819
Rudolph M. Miles
50,435,028
552,129
29,934
5,172,819
Dennis E. Nixon
49,981,267
1,026,700
9,124
5,172,819
Larry A. Norton
42,598,196
8,394,863
24,032
5,172,819
Roberto R. Reséndez
44,548,418
6,444,642
24,031
5,172,819
Antonio R. Sanchez, Jr.
43,800,283
7,206,098
10,710
5,172,819
Diana G. Zuniga
44,808,267
6,183,294
25,530
5,172,819
Ratification of RSM US LLP
55,979,590
195,629
14,691
0
Non-binding Advisory Resolution on Compensation
49,397,712
1,592,585
26,794
5,172,819
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.
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 20, 2026
Filing details
- Ticker
- IBOC
- CIK
- 315709
- Form type
- 8-K
- Filing date
- May 20, 2026
- Report date
- May 18, 2026
- Document
- tm2614341d2_8k.htm
- Size
- 203 KB