International Bancshares (NASDAQ: IBOC) shareholders approve directors, auditor and say-on-pay

Rhea-AI Filing Summary

International Bancshares Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 18, 2026. Shareholders voted on the election of eight directors, ratification of the independent auditor, and a non-binding advisory vote on executive compensation.

Each director nominee, including Javier de Anda, Dennis E. Nixon, and others, received a majority of votes cast and was elected under the Company’s majority-vote standard for uncontested elections. For example, Javier de Anda received 50,312,229 votes for and 692,795 against, while Dennis E. Nixon received 49,981,267 votes for and 1,026,700 against.

Shareholders also ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm, with 55,979,590 votes for and 195,629 against. In addition, the non-binding advisory resolution on executive compensation passed, receiving 49,397,712 votes for and 1,592,585 against, indicating shareholder support for the Company’s pay practices.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for Javier de Anda: 50,312,229 votes Votes for Dennis E. Nixon: 49,981,267 votes Auditor ratification for votes: 55,979,590 votes +2 more

5 metrics

Votes for Javier de Anda 50,312,229 votes Election of Directors, For votes at 2026 Annual Meeting

Votes for Dennis E. Nixon 49,981,267 votes Election of Directors, For votes at 2026 Annual Meeting

Auditor ratification for votes 55,979,590 votes Ratification of RSM US LLP, For votes

Say-on-pay for votes 49,397,712 votes Non-binding advisory resolution on compensation, For votes

Say-on-pay against votes 1,592,585 votes Non-binding advisory resolution on compensation, Against votes

Key Terms

Non-binding Advisory Resolution on Compensation, Broker Non-Votes, Election of Directors, Ratification of RSM US LLP

4 terms

Non-binding Advisory Resolution on Compensation financial

"Non-binding Advisory Resolution on Compensation | | | 49,397,712 | | | | 1,592,585"

Broker Non-Votes financial

"| | | Abstain | | | Broker Non-Votes | ---------------------------------------------------------------------"

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.

Election of Directors financial

"Election of Directors | | | | | | | | | | | | | | | | Javier de Anda"

Ratification of RSM US LLP financial

"Ratification of RSM US LLP | | | 55,979,590 | | | | 195,629"

Understanding 8-K Material Events →

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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 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

FAQ

What did International Bancshares Corporation (IBOC) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on eight director elections, ratification of RSM US LLP as independent auditor, and a non-binding advisory resolution on executive compensation. All three proposal categories received majority support based on the final voting results reported.

Were all director nominees elected at International Bancshares Corporation’s 2026 Annual Meeting?

Yes, all eight director nominees listed were elected by a majority of votes cast, meeting the Company’s Articles of Incorporation standard for uncontested elections. Each nominee received substantially more votes “for” than “against” according to the reported totals.

How did shareholders of IBOC vote on ratifying RSM US LLP as auditor?

Shareholders strongly supported ratifying RSM US LLP as independent registered public accounting firm, with 55,979,590 votes for, 195,629 against, and 14,691 abstentions. There were no broker non-votes reported for this ratification proposal at the Annual Meeting.

What was the outcome of IBOC’s say-on-pay advisory vote on executive compensation?

The non-binding advisory resolution on executive compensation was approved. It received 49,397,712 votes for, 1,592,585 against, and 26,794 abstentions, along with 5,172,819 broker non-votes, indicating overall shareholder support for the Company’s compensation practices.

When was International Bancshares Corporation’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders of International Bancshares Corporation was held on May 18, 2026. The reported results cover director elections, auditor ratification, and the advisory vote on executive compensation considered at that meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB