Veritex (NASDAQ: VBTX) holders approve merger with Huntington deal

Rhea-AI Filing Summary

Veritex Holdings, Inc. reported the results of a special shareholder meeting held to vote on its proposed merger with Huntington Bancshares Incorporated. Shareholders strongly approved the merger agreement for Veritex to merge with and into Huntington, with Huntington as the surviving corporation, with 44,263,668 votes for, 9,700 against, and 24,457 abstentions.

Shareholders also approved, on a non-binding advisory basis, the merger-related compensation for Veritex’s named executive officers, with 35,806,269 votes for, 8,015,286 against, and 476,270 abstentions. A proposal to allow adjournment of the meeting, if needed to solicit more proxies or provide additional proxy materials, was approved as well, with 43,253,950 votes for, 630,531 against, and 413,344 abstentions, though an adjournment was ultimately not required.

Positive

• Shareholders overwhelmingly approved the Veritex–Huntington merger, with 44,263,668 votes in favor and very few votes against, removing a major condition to closing.
• Merger-related executive compensation received advisory approval, with 35,806,269 votes for, limiting potential governance disputes around deal-related payouts.

Negative

• None.

Insights

Bank M&A and governance analyst

Shareholders clear key hurdle for Veritex–Huntington merger.

The approval of the merger of Veritex into Huntington removes a major closing condition from the transaction. The vote margin was overwhelming, with 44,263,668 votes in favor versus only 9,700 against, indicating broad shareholder support for combining the two institutions under Huntington as the surviving corporation.

Shareholders also backed, on an advisory basis, the merger-related compensation for Veritex’s named executive officers, with 35,806,269 votes for and 8,015,286 against. While non-binding, this support reduces governance friction around executive payouts tied to the deal. The adjournment proposal passed but was not needed because the main merger proposal already had sufficient support, suggesting the proxy solicitation process was effective without delay.

Overall, these outcomes signal that Veritex’s investor base accepts the strategic direction represented by the Huntington transaction. Subsequent disclosures from both companies will be the place to find details on closing timing, integration steps, and any remaining regulatory or contractual conditions that must be satisfied.

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.

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): September 22, 2025

VERITEX HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) 

Texas

001-36682

27-0973566

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

8214 Westchester Drive, Suite 800

Dallas, Texas 75225

(Address of principal executive offices)

(972) 349-6200

(Registrant’s telephone number, including area code)

Not Applicable

(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

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VBTX

Nasdaq Global 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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

Veritex Holdings, Inc. (“Veritex”) held a special meeting of its shareholders (the “Special Shareholder Meeting”) on Monday, September 22, 2025, virtually, to consider and vote on the matters related to the Company’s proposed merger with Huntington Bancshares Incorporated (“Huntington”) as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 15, 2025. The results of the items voted on at the Special Shareholder Meeting are as follows:

Proposal 1 – Veritex Merger Proposal

To approve the merger of Veritex with and into Huntington, as contemplated by the Agreement and Plan of Merger, dated as July 13, 2025, by and between Huntington and Veritex, under which Veritex will merge with and into Huntington, with Huntington as the surviving corporation. The table below contains a summary of the number of votes for, votes withheld and votes abstained for this proposal:

Votes For						Votes Against						Abstentions
44,263,668						9,700						24,457

Proposal 2 - Veritex Compensation Proposal

To approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to Veritex's named executive officers in connection with the merger. The table below contains a summary of the number of votes for, votes against and votes abstained for this proposal:

Votes For						Votes Against						Abstentions
35,806,269						8,015,286						476,270

Proposal 3 – Veritex Adjournment Proposal

To approve a proposal to adjourn the Special Shareholder Meeting of Veritex shareholders, if necessary or appropriate, to permit further solicitation of additional proxies if, and immediately prior to such adjournment, there are not sufficient votes at the time of the Veritex special meeting to approve Proposal 1, the Veritex merger proposal, or to ensure that any supplement or amendment to the Merger Proxy Statement is timely provided to holders of Veritex common stock. Although Proposal 3 was approved, the adjournment of the Special Shareholder Meeting was not necessary because Veritex’s shareholders approved Proposal 1. The table below contains a summary of the number of votes for, votes against and votes abstained for this proposal:

Votes For						Votes Against						Abstentions
43,253,950						630,531						413,344

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.

Veritex Holdings, Inc.
By:						/s/ C. Malcolm Holland, III
						C. Malcolm Holland, III
						Chairman and Chief Executive Officer
Date:						9/23/2025

FAQ

What did Veritex Holdings (VBTX) shareholders decide about the Huntington merger?

Veritex shareholders approved the merger for Veritex to combine with and into Huntington Bancshares Incorporated, with 44,263,668 votes for, 9,700 against, and 24,457 abstentions.

Was the merger-related executive compensation at Veritex approved?

Yes. On an advisory, non-binding basis, shareholders approved the merger-related named executive officer compensation with 35,806,269 votes for, 8,015,286 against, and 476,270 abstentions.

What was the purpose of the Veritex special shareholder meeting?

The special meeting was held to consider and vote on matters related to Veritex’s proposed merger with Huntington Bancshares Incorporated, including the merger itself, merger-related executive compensation, and a potential adjournment.

Did Veritex shareholders approve the proposal to adjourn the special meeting if needed?

Yes. Shareholders approved the adjournment proposal with 43,253,950 votes for, 630,531 against, and 413,344 abstentions, but an adjournment was not necessary because the merger proposal passed.

Who will be the surviving corporation in the Veritex–Huntington merger?

Under the Agreement and Plan of Merger dated July 13, 2025, Veritex will merge with and into Huntington, and Huntington will be the surviving corporation.

Is the vote on merger-related executive compensation at Veritex binding?

No. The vote on the Veritex compensation proposal is advisory and non-binding, but the strong level of support provides a shareholder signal on the compensation arrangements.