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Hilltop Holdings (NYSE: HTH) outlines disputed share votes at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hilltop Holdings Inc. held its 2026 annual stockholders meeting, where investors voted on electing 13 directors, a non-binding advisory vote on executive compensation, and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Diamond A Financial, LP, which beneficially owns 15,544,674 Disputed Shares, is involved in the Ford Litigation over authority to vote those shares. It directed votes to withhold from all director nominees, vote against executive compensation, and abstain on auditor ratification. Because the authority to vote these shares is contested, results are reported both including and excluding them. Under both approaches, each proposal received the requisite approval, and the status of the Disputed Shares did not change any outcome.

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Disputed Shares 15,544,674 shares Common stock beneficially owned by Diamond A Financial, LP and subject to Ford Litigation
Say-on-pay For votes (excluding Disputed Shares) 30,827,883 Non-binding advisory vote to approve executive compensation, counted without Disputed Shares
Auditor ratification For votes (excluding Disputed Shares) 36,879,067 Ratification of PricewaterhouseCoopers LLP, counted without Disputed Shares
Say-on-pay Against votes (including Disputed Shares) 17,851,499 Non-binding advisory vote to approve executive compensation, with Disputed Shares counted
Auditor ratification Against votes (including Disputed Shares) 16,589,097 Ratification of PricewaterhouseCoopers LLP, with Disputed Shares counted
Schedule 13D regulatory
"filed Amendment No. 21 to their Schedule 13D, disclosing that DAF had delivered instructions"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Broker Non-Votes regulatory
"For | Against | Abstain | Broker Non-Votes 30,827,883 | 2,306,825 | 30,059 | 4,842,655"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"a non-binding advisory vote to approve executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm regulatory
"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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FAQ

What did Hilltop Holdings Inc. (HTH) stockholders vote on at the 2026 annual meeting?
Stockholders voted to elect 13 directors, approve a non-binding advisory vote on executive compensation, and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

What are the Disputed Shares referenced by Hilltop Holdings Inc. (HTH)?
The Disputed Shares are 15,544,674 shares of Hilltop common stock beneficially owned by Diamond A Financial, LP. Ongoing Ford Litigation contests the capacity and authority of certain parties to act for Diamond A Financial regarding these shares.

How did Diamond A Financial, LP intend to vote its Hilltop Holdings Inc. (HTH) Disputed Shares?
Diamond A Financial, LP instructed votes for the Disputed Shares to withhold from all Board-nominated directors, vote against the advisory executive compensation proposal, and abstain from ratifying PricewaterhouseCoopers LLP as auditor for 2026.

Did the dispute over the Disputed Shares affect the 2026 voting outcomes for Hilltop Holdings Inc. (HTH)?
No. Voting results were reported both including and excluding the 15,544,674 Disputed Shares. In each case, every proposal received the requisite approval, so the dispute did not change any outcome at the 2026 meeting.

Is Hilltop Holdings Inc. (HTH) a party to the Ford Litigation involving the Disputed Shares?
No. Hilltop states it is not a party to the Ford Litigation. The Board reports it is apprised of the dispute over voting authority and is focused on maximizing value for all stockholders while awaiting a final court determination or other resolution.

What were key vote totals for Hilltop Holdings Inc. (HTH) proposals excluding the Disputed Shares?
Excluding the Disputed Shares, the executive compensation advisory proposal received 30,827,883 For and 2,306,825 Against votes, while ratifying PricewaterhouseCoopers LLP received 36,879,067 For and 1,044,423 Against votes, with additional abstentions and broker non-votes reported.
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Common Stock, par value $0.01 per share   HTH  
NYSE Texas [Member]      

 

 

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):  July 23, 2026

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   1-31987   84-1477939
(State or other jurisdiction of
incorporation)		   (Commission
File Number)		   (IRS Employer Identification
No.)

 

6565 Hillcrest Avenue    
Dallas, Texas   75205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   (214) 855-2177

 

  

(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 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class ​ Trading Symbol ​ Name of each exchange on which registered
Common Stock, par value $0.01 per share ​ HTH ​

New York Stock Exchange

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ¨

 

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On July 23, 2026, Hilltop Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 13 director nominees named in the Company’s proxy statement; a non-binding advisory vote to approve executive compensation; 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, 2026.

 

As previously disclosed, litigation was commenced on July 1, 2025, in the First Division of the Business Court of Texas (the “Ford Litigation”) by trustees of certain trusts that the Company’s former Chairman and Chairman Emeritus, Gerald J. Ford (“Mr. Ford”), established contesting, among things, the capacity of Mr. Ford and the authority of Mr. Ford and certain of his representatives to act on behalf of Diamond A Financial, LP (“DAF”), which beneficially owns 15,544,674 shares of common stock, par value $0.01 per share, of the Company (the “Disputed Shares”).

 

On July 22, 2026, DAF and the other reporting persons described therein filed Amendment No. 21 to their Schedule 13D, disclosing that DAF had delivered instructions to vote the Disputed Shares as follows at the 2026 Annual Meeting: (i) “withhold” with respect to all nominees for director recommended by the Board of Directors of the Company (the “Board”) up for election at the 2026 Annual Meeting; (ii) “against” the non-binding advisory vote to approve executive compensation; and (iii) “abstain” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

The Board is fully apprised of the status of the Ford Litigation and the dispute regarding the authority to vote the Disputed Shares and the validity of any instructions relating thereto and has received communications from parties to the Ford Litigation disputing the validity of the vote of the Disputed Shares. The Company is not a party to the Ford Litigation. The Board is focused solely on maximizing value for all Company stockholders and looks forward to a final court determination or other resolution of the Ford Litigation that eliminates the uncertainty as to voting control of a significant number of the Company’s shares, for the benefit of all stockholders.

 

In light of the Ford Litigation and the dispute as to the validity of the vote of the Disputed Shares, the Company is reporting voting results at the 2026 Annual Meeting on alternative bases, depending on the validity of the vote of the Disputed Shares.

 

In each case, the requisite vote necessary for the approval of each proposal was received, and the validity of the vote of the Disputed Shares did not affect the outcome of the applicable proposal.

 

2

 

 

If the vote of the Disputed Shares was not valid and accordingly, disregarded for all purposes of the proposals set forth below, the voting results at the 2026 Annual Meeting are as follows:

 

Proposal No. 1: The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.

 

Name  For   Against   Withheld   Broker
Non-Votes		 
Rhodes R. Bobbitt   32,424,058    -    740,709    4,842,655 
Dana L. Bober   32,971,704    -    193,063    4,842,655 
J. Taylor Crandall   15,518,867    -    17,645,900    4,842,655 
Hill A. Feinberg   32,355,855    -    808,912    4,842,655 
Jeremy B. Ford   22,487,705    -    10,677,062    4,842,655 
Stephen H. Haworth   32,965,027    -    199,740    4,842,655 
Lee Lewis   30,893,480    -    2,271,287    4,842,655 
Tom C. Nichols   32,196,381    -    968,386    4,842,655 
W. Robert Nichols, III   21,594,140    -    11,570,627    4,842,655 
Kenneth D. Russell   30,071,232    -    3,093,535    4,842,655 
Jonathan S. Sobel   32,313,405    -    851,362    4,842,655 
Robert C. Taylor, Jr.   24,854,674    -    8,310,093    4,842,655 
Carl B. Webb   32,308,942    -    855,825    4,842,655 

  

Proposal No. 2: The stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker 
Non-Votes
30,827,883   2,306,825   30,059   4,842,655

 

 

Proposal No. 3:  The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For   Against   Abstain   Broker
Non-Votes
36,879,067   1,044,423   83,932                                     -   

 

3

 

 

If the vote of the Disputed Shares was valid, the voting results at the 2026 Annual Meeting are as follows:

 

Proposal No. 1:  The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.

 

Name  For   Against   Withheld   Broker
Non-Votes		 
Rhodes R. Bobbitt   32,424,058    -    16,285,383    4,842,655 
Dana L. Bober   32,971,704    -    15,737,737    4,842,655 
J. Taylor Crandall   15,518,867    -    33,190,574    4,842,655 
Hill A. Feinberg   32,355,855    -    16,353,586    4,842,655 
Jeremy B. Ford   22,487,705    -    26,221,736    4,842,655 
Stephen H. Haworth   32,965,027    -    15,744,414    4,842,655 
Lee Lewis   30,893,480    -    17,815,961    4,842,655 
Tom C. Nichols   32,196,381    -    16,513,060    4,842,655 
W. Robert Nichols, III   21,594,140    -    27,115,301    4,842,655 
Kenneth D. Russell   30,071,232    -    18,638,209    4,842,655 
Jonathan S. Sobel   32,313,405    -    16,396,036    4,842,655 
Robert C. Taylor, Jr.   24,854,674    -    23,854,767    4,842,655 
Carl B. Webb   32,308,942    -    16,400,499    4,842,655 

 

 

Proposal No. 2:  The stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker
Non-Votes
30,827,883   17,851,499   30,059   4,842,655

 

Proposal No. 3:  The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

For   Against   Abstain   Broker
Non-Votes
36,879,067   16,589,097   83,932                                     -   

 

4

 

 

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.

 

      Hilltop Holdings Inc.,
      a Maryland corporation
         
Date: July 24, 2026 By: /s/ COREY G. PRESTIDGE
      Name: Corey G. Prestidge
      Title: Executive Vice President,
        General Counsel & Secretary

 

5

 

Source: View Original Filing on SEC EDGAR

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