Prosperity Bancshares (PB) 2026 shareholder votes back directors, auditor and pay

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What did Prosperity Bancshares (PB) shareholders vote on at the 2026 Annual Meeting?

How many Prosperity Bancshares (PB) shares were represented at the 2026 Annual Meeting?

Which directors were elected at Prosperity Bancshares’ 2026 Annual Meeting?

Did Prosperity Bancshares (PB) shareholders approve the company’s auditor for 2026?

How did Prosperity Bancshares (PB) shareholders vote on executive compensation in 2026?

Were there broker non-votes at Prosperity Bancshares’ 2026 Annual Meeting?

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(Moderate)

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(Neutral)

Form Type

8-K

Prosperity Bancshares, Inc. reported results from its Annual Meeting of Shareholders held on April 21, 2026. Holders of 85,570,607 common shares, representing 84.32% of shares entitled to vote, participated in person or by proxy, indicating strong shareholder engagement.

Shareholders elected four Class I directors — Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr. and Harrison Stafford II — to serve until the 2029 Annual Meeting. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

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.

Shares represented: 85,570,607 shares Participation rate: 84.32% Auditor ratification votes for: 84,047,627 votes +5 more

8 metrics

Shares represented 85,570,607 shares Common stock represented at Annual Meeting; 84.32% of eligible shares

Participation rate 84.32% Percentage of shares entitled to vote represented at Annual Meeting

Auditor ratification votes for 84,047,627 votes Votes for ratifying Deloitte & Touche LLP for year ending December 31, 2026

Auditor ratification votes against 1,459,152 votes Votes against ratifying Deloitte & Touche LLP for 2026

Executive pay votes for 76,849,592 votes Votes for advisory approval of named executive officer compensation

Executive pay votes against 2,217,419 votes Votes against advisory approval of named executive officer compensation

Broker non-votes on director elections 5,933,292 votes Broker non-votes recorded for each Class I director election proposal

Abstentions on auditor ratification 63,821 votes Abstentions on ratifying Deloitte & Touche LLP for 2026

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, emerging growth company, +1 more

5 terms

broker non-votes financial

"The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director"

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.

independent registered public accounting firm financial

"The shareholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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.

advisory vote on executive compensation financial

"Advisory Vote on Executive Compensation. The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers"

emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Shareholders financial

"On April 21, 2026, Prosperity Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

04/23/2026 - 07:30 AM

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): April 21, 2026

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (281) 269-7199

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(s)	Name of each exchange on which registered
Common stock, par value $1.00 per share	PB	New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 April 21, 2026, Prosperity Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Holders of 85,570,607 shares of the Company’s outstanding common stock (“Common Stock”), representing 84.32% of the shares entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.

The matters voted on at the Annual Meeting were:

Election of Directors.

Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr. and Harrison Stafford II were elected as Class I directors to serve on the Board of Directors of the Company (the “Board”) until the Company’s 2029 Annual Meeting of Shareholders, and each until their successors are duly elected and qualified, or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:


	Votes For	Votes Withheld	Broker Non-Votes

Kevin J. Hanigan	77,512,078	2,125,231	5,933,292

William T. Luedke IV	67,172,238	12,465,071	5,933,292

Perry Mueller, Jr.	69,906,269	9,731,027	5,933,292

Harrison Stafford II	76,661,553	2,975,756	5,933,292

The following Class II and Class III directors continued in office after the Annual Meeting: James A. Bouligny, W. R. Collier, Dr. Laura Murillo, Robert Steelhammer, H. E. Timanus, Jr., Ileana Blanco, Leah Henderson, Ned S. Holmes, Jack Lord and David Zalman.

Proposal to Ratify Appointment of Independent Registered Public Accounting Firm.

The shareholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes set forth in the table below:

Advisory Vote on Executive Compensation.

The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below:

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.


	PROSPERITY BANCSHARES, INC. (Registrant)

Dated: April 23, 2026	By:	/s/ Charlotte M. Rasche
		Charlotte M. Rasche
		Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

Shareholders voted on three main items: electing four Class I directors, ratifying Deloitte & Touche LLP as independent registered public accounting firm for 2026, and approving on a non-binding, advisory basis the compensation of the company’s named executive officers.

At the 2026 Annual Meeting, 85,570,607 shares of Prosperity Bancshares common stock were represented in person or by proxy. This participation represented 84.32% of the shares entitled to vote as of the record date for the meeting.

Shareholders elected Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr. and Harrison Stafford II as Class I directors. They will serve on the board until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified or earlier resignation or removal.

Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as Prosperity Bancshares’ independent registered public accounting firm for the year ending December 31, 2026, with 84,047,627 votes for, 1,459,152 votes against, and 63,821 abstentions recorded.

Shareholders approved the compensation of Prosperity Bancshares’ named executive officers on a non-binding, advisory basis. The vote totaled 76,849,592 votes for, 2,217,419 votes against, 570,297 abstentions, and 5,933,292 broker non-votes recorded for this proposal.

Yes. Broker non-votes were reported on the director elections and the advisory vote on executive compensation. For each of those proposals, 5,933,292 broker non-votes were recorded, reflecting shares present but not voting on those specific matters.

Votes Against

Abstentions

Broker Non-Votes

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