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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):
May 12, 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
May 12, 2026, the Board of Directors of International Bancshares Corporation (“IBC”) approved and adopted the
Third Amended and Restated By-Laws of IBC (the “By-Laws”) to remove the requirement
that a shareholder or group of shareholders may not institute or maintain a derivative proceeding unless that shareholder or group of
shareholders beneficially own three percent of IBC’s issued and outstanding common stock, par value $1.00 per share, at the time
such derivative proceeding is instituted.
In
addition, the By-Laws were amended to eliminate the exclusive forum clause which previously designated the Texas Business Court located
in the Fourth Business Court Division or, if such court lacked jurisdiction the United States
District Court for the Southern District of Texas, or if such court lacked jurisdiction the state district court of Webb County as the
sole and exclusive forum for any filing or claim unless agreed to otherwise. The amendments to the By-Laws no longer require that each
shareholder, director, and officer irrevocably and unconditionally waive any right they may have to a trial by jury in any legal action,
proceeding, cause of action, or counterclaim concerning any internal entity claim and in any other claim, action, or proceeding against
IBC, to the fullest extent permitted by applicable law.
The
By-Laws became effective on May 12, 2026.
A copy of the By-Laws is attached as Exhibit 3.1,
to this Current Report on Form 8-K, and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| 3.1 | Third
Amended and Restated By-Laws |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 Chairman of the Board |
| |
|
|
| |
|
| May 12, 2026 |
|
