STOCK TITAN
  1. Home
  2. Sec-filings
  3. STEL
  4. [8-K] Stellar Bancorp, Inc. Reports Material Event

Stellar (NYSE: STEL) OKs Prosperity merger but rejects pay proposal

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

Rhea-AI Filing Summary

Stellar Bancorp, Inc. shareholders approved the proposed merger with Prosperity Bancshares, Inc. at a special meeting. Of 50,910,698 common shares outstanding and entitled to vote as of April 10, 2026, 39,327,868 shares were represented, establishing a quorum of about 77.3%.

The merger proposal passed decisively, with 39,209,984 votes for, 59,317 against, and 58,567 abstentions. However, shareholders did not approve the non-binding, advisory merger compensation proposal, which received 15,683,085 votes for, 23,385,406 against, and 259,377 abstentions.

Positive

  • Merger proposal overwhelmingly approved: 39,209,984 votes for and only 59,317 against the Prosperity Bancshares merger, clearing a key shareholder approval condition for the transaction.

Negative

  • Advisory merger compensation vote failed: the non-binding compensation proposal drew 23,385,406 votes against versus 15,683,085 for, signaling shareholder dissatisfaction with transaction-related pay arrangements.

Insights

Shareholders strongly backed the Prosperity merger but rejected related compensation.

Stellar Bancorp obtained a key approval for its merger with Prosperity Bancshares, as shareholders overwhelmingly supported the transaction. Turnout was high, with 39,327,868 of 50,910,698 eligible shares represented, comfortably meeting quorum requirements for the special meeting on April 10, 2026 record holders.

The merger proposal drew 39,209,984 votes in favor versus 59,317 against, signaling broad support for combining the two Texas banking organizations. This vote clears an important closing condition tied to shareholder consent, though regulatory and other customary conditions referenced elsewhere must also be satisfied.

In contrast, the non-binding, advisory merger compensation proposal was voted down, with 23,385,406 votes against and 15,683,085 in favor. While advisory only, this result highlights shareholder sensitivity to transaction-related pay. Future disclosures in company materials may address how boards interpret and respond to this feedback.

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 outstanding eligible to vote 50,910,698 shares Common stock outstanding and entitled to vote as of April 10, 2026
Shares represented at meeting 39,327,868 shares Shares present or by proxy at special meeting; about 77.3% of eligible
Merger proposal votes for 39,209,984 votes Votes in favor of Stellar–Prosperity merger proposal
Merger proposal votes against 59,317 votes Votes against Stellar–Prosperity merger proposal
Compensation proposal votes for 15,683,085 votes Votes in favor of non-binding merger compensation proposal
Compensation proposal votes against 23,385,406 votes Votes against non-binding merger compensation proposal
special meeting of shareholders regulatory
"On May 27, 2026, Stellar Bancorp, Inc. ... held a special meeting of shareholders of Stellar"
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger, dated January 27, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
quorum regulatory
"which was approximately 77.3% of the shares ... and which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
non-binding, advisory merger compensation proposal financial
"Stellar’s shareholders did not approve the non-binding, advisory merger compensation proposal"
record date regulatory
"as of the close of business on April 10, 2026, the record date for the Special Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
false 0001473844 0001473844 2026-05-27 2026-05-27
 
 

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 27, 2026

 

 

Stellar Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Texas   001-38280   20-8339782
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of Principal Executive Offices) (Zip Code)

(713) 210-7600

(Registrant’s telephone number, including area code)

 

(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 class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common stock, par value $0.01 per share   STEL   New York Stock Exchange
Indicate by check mark whether    
    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 5.07

Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), held a special meeting of shareholders of Stellar (the “Special Meeting”) in connection with the proposed merger of Stellar and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), pursuant to the Agreement and Plan of Merger, dated January 27, 2026 (the “Merger Agreement”), by and between Stellar and Prosperity.

There were 50,910,698 shares of common stock outstanding and entitled to vote as of the close of business on April 10, 2026, the record date for the Special Meeting. There were 39,327,868 shares of common stock represented at the Special Meeting by valid proxies or that voted at the Special Meeting, which was approximately 77.3% of the shares of common stock outstanding and entitled to vote at the Special Meeting and which constituted a quorum.

Set forth below are the matters voted upon at the Special Meeting, which are more fully described in the definitive proxy statement/prospectus filed by Stellar with the U.S. Securities and Exchange Commission on April 21, 2026, in connection with the Special Meeting, and the final voting results. The proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there were not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the proxy statement/prospectus was timely provided to holders of Stellar common stock, was not voted upon at the Special Meeting because there were sufficient votes cast to approve the merger proposal.

 

1.

Proposal to approve the Merger Agreement (as amended from time to time), by and between Stellar and Prosperity, and the transactions contemplated thereby, including the merger of Stellar with and into Prosperity (the “merger proposal”).

Stellar’s shareholders approved the merger proposal by the vote set forth below:

 

Votes For

  

Votes Against

  

Abstentions

39,209,984   59,317   58,567

 

2.

Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Stellar’s named executive officers that is based on or otherwise relates to the merger (the “merger compensation proposal”).

Stellar’s shareholders did not approve the non-binding, advisory merger compensation proposal by the vote set forth below:

 

Votes For

  

Votes Against

  

Abstentions

15,683,085   23,385,406   259,377

SIGNATURE

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.

 

        STELLAR BANCORP, INC.
Date: May 27, 2026     By:  

/s/ Paul P. Egge

      Paul P. Egge
      Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Stellar Bancorp (STEL) shareholders decide about the Prosperity merger?

Shareholders of Stellar Bancorp approved the merger with Prosperity Bancshares. The merger proposal received 39,209,984 votes for, 59,317 against, and 58,567 abstentions, indicating very strong support among voting shareholders for proceeding with the planned combination.

How many Stellar Bancorp (STEL) shares were eligible and voted at the special meeting?

There were 50,910,698 Stellar Bancorp common shares outstanding and entitled to vote as of April 10, 2026. At the special meeting, 39,327,868 shares were represented in person or by proxy, corresponding to about 77.3% of the eligible shares and establishing a valid quorum.

What is the significance of the quorum at Stellar Bancorp’s special meeting?

A quorum ensures enough shares are represented to conduct official business. At Stellar Bancorp’s special meeting, 39,327,868 shares were represented, about 77.3% of 50,910,698 eligible shares, allowing valid votes on the Prosperity merger and the advisory compensation proposal.

Who were the merger parties in Stellar Bancorp’s approved transaction?

The approved merger combines Stellar Bancorp, Inc., a Texas corporation, with Prosperity Bancshares, Inc., also a Texas corporation. The transaction is governed by an Agreement and Plan of Merger dated January 27, 2026, outlining how the two banking organizations will be combined.

Filing Exhibits & Attachments

3 documents

Other Documents