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Southside Bancshares (NYSE: SBSI) holders approve 8M flexible preferred shares

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

Rhea-AI Filing Summary

Southside Bancshares, Inc. reported results of its 2026 annual shareholder meeting. Shareholders approved an amendment to the Restated Certificate of Formation authorizing the issuance of up to 8,000,000 shares of flexible preferred stock, giving the company added capital-structure flexibility if it chooses to issue preferred in the future.

Shareholders also elected six directors with staggered terms, approved on a non-binding advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026. Meeting participation was high, with 26,767,647 common shares represented, or 89.99% of the 29,743,585 shares outstanding as of the March 16, 2026 record date.

Positive

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Negative

  • None.

Insights

Shareholders authorized a sizable preferred stock pool while affirming existing governance items.

The authorization of up to 8,000,000 shares of flexible preferred stock gives Southside Bancshares an additional tool for future capital raising, acquisitions, or balance sheet management. The filing does not indicate any specific preferred issuance terms or timing; it only creates the capacity.

All directors up for election were approved, executive pay received majority support, and Ernst & Young LLP was ratified as auditor for the year ending December 31, 2026. With 89.99% of outstanding shares represented, investor participation was strong. Future disclosures would be needed to understand if and how the preferred authorization is used.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized flexible preferred stock 8,000,000 shares Charter amendment approved at 2026 annual meeting
Shares represented at meeting 26,767,647 shares Common shares present or by proxy at 2026 annual meeting
Shares outstanding 29,743,585 shares Outstanding as of March 16, 2026 record date
Meeting participation rate 89.99% Portion of outstanding shares represented at 2026 annual meeting
Say-on-pay votes for 22,322,893 shares Non-binding advisory approval of executive compensation
Preferred amendment votes for 21,818,160 shares Approval of charter amendment for flexible preferred stock
Auditor ratification votes for 26,404,321 shares Ernst & Young LLP ratified for year ending December 31, 2026
flexible preferred stock financial
"to authorize the issuance of up to 8,000,000 shares of flexible preferred stock"
Restated Certificate of Formation regulatory
"approved an amendment to the Company’s Restated Certificate of Formation"
non-binding advisory basis regulatory
"Shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered certified public accounting firm financial
"to serve as the Company's independent registered certified public accounting firm for the year ending December 31, 2026"
Broker Non-Votes regulatory
"For | Against | Abstain | Broker Non-Votes 22,322,893 | 1,546,713 | 139,251 | 2,758,790"
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.
Understanding 8-K Material Events →
0000705432false12/31Chicago Stock Exchange, Inc.00007054322026-05-142026-05-140000705432sbsi:NYSETexasMember2026-05-142026-05-140000705432exch:XNYS2026-05-142026-05-14

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

May 14, 2026
Date of Report (Date of earliest event reported)

Southside Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Texas001-4239675-1848732
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
1201 S. Beckham Avenue, Tyler,TX 75701
(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: (903) 531-7111

NA
(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:
☐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 classTrading SymbolName of each exchange on which registered
Common stock, $1.25 par valueSBSINew 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 (§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 14, 2026, Southside Bancshares, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders approved an amendment to the Company’s Restated Certificate of Formation (the “Charter Amendment”) to authorize the issuance of up to 8,000,000 shares of flexible preferred stock. A detailed description of the Charter Amendment was set forth in Proposal Three in the Company’s 2026 Proxy Statement, filed with the Securities and Exchange Commission on March 25, 2026, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Charter Amendment filed herewith as Exhibit 3.1. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Texas on May 19, 2026.

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

A total of 26,767,647 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting, or 89.99%, of the 29,743,585 shares outstanding as of the record date, March 16, 2026. The Company's shareholders voted on four proposals at the Annual Meeting, as set forth below.
Proposal 1 - Election of Directors
Shareholders approved the election of four directors to serve for three-year terms expiring at the 2029 Annual Meeting of Shareholders, one director to serve for a two-year term expiring at the 2028 Annual Meeting of Shareholders and one director to serve for a one-year term expiring at the 2027 Annual Meeting of Shareholders. Final results were as follows:
Term Expiring at the 2029 Annual Meeting:ForWithheldBroker
Non-Votes
Lawrence L. Anderson, M.D.23,379,541629,3162,758,790
Keith M. Donahoe23,483,743525,1142,758,790
H. J. Shands, III23,040,796968,0612,758,790
Preston L. Smith22,770,9221,237,9352,758,790
Term Expiring at the 2028 Annual Meeting:
Jeb W. Jones23,536,608472,2492,758,790
Term Expiring at the 2027 Annual Meeting:
Raymond C. McKinney, CPA23,508,922499,9352,758,790
Proposal 2 - Say-on-Pay Vote
Shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as described in the Company's proxy statement. Final results were as follows:
ForAgainstAbstainBroker
Non-Votes
22,322,8931,546,713139,2512,758,790
Proposal 3 - Approval of Amendment to the Company's Restated Certificate of Formation
Shareholders approved an amendment to the Company's Restated Certificate of Formation to authorize the issuance of up to 8,000,000 shares of flexible preferred stock, as described in the Company's 2026 Proxy Statement. Final results were as follows:
ForAgainstAbstainBroker
Non-Votes
21,818,1602,013,911176,7862,758,790
Proposal 4 - Ratification of Appointment of Independent Registered Certified Public Accounting Firm
Shareholders ratified the appointment by the Company's Audit Committee of Ernst & Young LLP to serve as the Company's independent registered certified public accounting firm for the year ending December 31, 2026. Final results were as follows:
ForAgainstAbstainBroker
Non-Votes
26,404,321206,509156,817N/A


Item 9.01. Financial Statements and Exhibits.

(D)Exhibits.  The following materials are furnished as exhibits to this Current Report on Form 8-K:
Exhibit
Number
 Description of Exhibit
   
3.1  
First Amendment to Restated Certificate of Formation of Southside Bancshares, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  Southside Bancshares, Inc.
   
Date:  May 20, 2026By:/s/ JULIE N. SHAMBURGER
Julie N. Shamburger, CPA
 Chief Financial Officer
  (Principal Financial Officer)



Source: View Original Filing on SEC EDGAR

FAQ

What did Southside Bancshares (SBSI) shareholders approve regarding preferred stock?

Shareholders approved amending the Restated Certificate of Formation to authorize issuance of up to 8,000,000 shares of flexible preferred stock. This does not itself issue any preferred shares; it simply creates capacity the company can use later if it chooses.

How many Southside Bancshares (SBSI) shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, 26,767,647 shares of common stock were represented in person or by proxy. This equaled 89.99% of the 29,743,585 shares outstanding as of the March 16, 2026 record date, indicating high shareholder participation.

What was the outcome of the Southside Bancshares (SBSI) say-on-pay vote?

Shareholders approved, on a non-binding advisory basis, the compensation of Southside Bancshares’ named executive officers. The vote totals were 22,322,893 shares for, 1,546,713 against, and 139,251 abstentions, with 2,758,790 broker non-votes recorded.

Which auditor did Southside Bancshares (SBSI) shareholders ratify for 2026?

Shareholders ratified the Audit Committee’s appointment of Ernst & Young LLP as independent registered certified public accounting firm for the year ending December 31, 2026. The vote was 26,404,321 for, 206,509 against, and 156,817 abstaining, with no broker non-votes.

What director elections were approved at Southside Bancshares (SBSI) 2026 meeting?

Shareholders elected four directors to terms expiring at the 2029 annual meeting, one director to a term expiring at 2028, and one director to a term expiring at 2027. All nominees received more votes for than withheld, plus broker non-votes.

How did shareholders vote on Southside Bancshares (SBSI) preferred stock charter amendment?

The amendment authorizing up to 8,000,000 flexible preferred shares received 21,818,160 votes for, 2,013,911 against, and 176,786 abstentions, with 2,758,790 broker non-votes. The amendment became effective upon filing with the Texas Secretary of State.

Filing Exhibits & Attachments

5 documents

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