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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 24, 2025 |
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 |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 24, 2025, Hilltop Holdings Inc., or the
Company, held its 2025 Annual Meeting of Stockholders, or the 2025 Annual Meeting. At the 2025 Annual Meeting, which was held virtually,
stockholders were asked to vote on three proposals: the election of the 13 director nominees named in the 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, 2025. The voting results of the 2025 Annual Meeting
are presented below.
Proposal
No. 1: The stockholders elected the following 13 director nominees to serve on the Company’s Board of Directors until
the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
| Name | |
For | | |
Against | | |
Withheld | | |
Broker
Non-Votes | |
| Rhodes R. Bobbitt | |
| 29,751,107 | | |
| - | | |
| 20,342,230 | | |
| 5,956,093 | |
| Tracy A. Bolt | |
| 33,559,732 | | |
| - | | |
| 16,533,605 | | |
| 5,956,093 | |
| J. Taylor Crandall | |
| 25,931,915 | | |
| - | | |
| 24,161,422 | | |
| 5,956,093 | |
| Hill A. Feinberg | |
| 33,040,067 | | |
| - | | |
| 17,053,270 | | |
| 5,956,093 | |
| Jeremy B. Ford | |
| 33,345,406 | | |
| - | | |
| 16,747,931 | | |
| 5,956,093 | |
| Lee Lewis | |
| 32,316,981 | | |
| - | | |
| 17,776,356 | | |
| 5,956,093 | |
| Tom C. Nichols | |
| 34,073,683 | | |
| - | | |
| 16,019,654 | | |
| 5,956,093 | |
| W. Robert Nichols, III | |
| 20,057,239 | | |
| - | | |
| 30,036,098 | | |
| 5,956,093 | |
| Kenneth D. Russell | |
| 31,208,578 | | |
| - | | |
| 18,884,759 | | |
| 5,956,093 | |
| A. Haag Sherman | |
| 28,299,520 | | |
| - | | |
| 21,793,817 | | |
| 5,956,093 | |
| Jonathan S. Sobel | |
| 33,558,919 | | |
| - | | |
| 16,534,418 | | |
| 5,956,093 | |
| Robert C. Taylor, Jr. | |
| 25,739,196 | | |
| - | | |
| 24,354,141 | | |
| 5,956,093 | |
| Carl B. Webb | |
| 32,665,434 | | |
| - | | |
| 17,427,903 | | |
| 5,956,093 | |
Proposal
No. 2: The stockholders did not approve, on an advisory basis, the 2024 compensation of the Company’s named executive
officers.
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 21,056,192 | | |
| 28,696,186 | | |
| 340,959 | | |
| 5,956,093 | |
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, 2025.
| For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| | 38,816,897 | | |
| 658,803 | | |
| 16,573,730 | | |
| - | |
As previously announced, on April 24, 2025, Gerald J. Ford ceased serving
as a member of the Board of Directors of the Company and, in connection therewith, was appointed Chairman Emeritus. Effective July 8,
2025, Mr. Ford resigned from his position as Chairman Emeritus of the Company. The Company has been informed that there is a dispute with
respect to the authority of Mr. Ford and certain of his representatives to vote 15,544,674 shares beneficially owned by Diamond A Financial,
L.P. (the “Disputed Shares”). If, in light of such dispute, the votes of the Disputed Shares were disregarded, the results
disclosed above would be different, but there would be no change to the outcome of Proposal No. 1 or Proposal No. 3.
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
29, 2025 |
By: |
|
/s/
Corey G. Prestidge |
| |
|
Name: |
Corey G. Prestidge |
| |
|
Title: |
Executive Vice President, |
| |
|
|
General Counsel & Secretary |
