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EX-3.1 - EX-3.1 - INTERNATIONAL BANCSHARES CORPa13-13140_1ex3d1.htm

 

 

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 20, 2013

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas

 

000-09439

 

74-2157138

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation or organization)

 

 

 

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);

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-4 (c))

 

 

 



 

Item 5.03 Amendment to Articles of Incorporation

 

On May 20, 2013, International Bancshares Corporation (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”), at which the shareholders of the Company, upon the recommendation of the Board of Directors of the Company, approved and adopted an amendment to the Company’s Articles of Incorporation. The amendment was previously approved and adopted by the Company’s Board of Directors on February 28, 2013, subject to shareholder approval.  The amendment provides for a majority vote standard in uncontested director elections.

 

A copy of the Amendment to the Articles of Incorporation of the Company, which was filed with the Secretary of State of the State of Texas on May 21, 2013, is attached hereto as Exhibit 3.1 and incorporated herein by reference.  The foregoing summary of the amendment is qualified in its entirety by reference to Exhibit 3.1 hereto.

 

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

 

At the Annual Meeting, the Company submitted the following proposals to its shareholders for a vote:

 

(1)         To elect nine (9) directors of the Company to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified;

 

(2)         To ratify the appointment of McGladrey LLP as independent auditors for the fiscal year ending December 31, 2013;

 

(3)         To consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executives as described in the Compensation, Discussion and Analysis and the tabular disclosure regarding named executive officer compensation in the Proxy Statement;

 

(4)         To consider an advisory vote regarding the frequency of the advisory approval of the Company’s executive compensation;

 

(5)         To consider and vote on a proposal to approve the 2013 Management Incentive Plan; and

 

(6)         To consider and vote on a proposal to amend the Articles of Incorporation of the Company to provide for a majority vote standard in uncontested director elections.

 

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The following table lists the final voting results for Proposals 1, 2, 3, 5 and 6 at the Annual Meeting:

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Withheld

 

Abstentions

 

Non-Votes

 

Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irving Greenblum

 

47,513,995

 

 

 

710,279

 

 

 

13,171,001

 

R. David Guerra

 

39,092,552

 

 

 

9,131,722

 

 

 

13,171,001

 

Douglas B. Howland

 

47,739,085

 

 

 

485,189

 

 

 

13,171,001

 

Imelda Navarro

 

37,545,453

 

 

 

10,678,821

 

 

 

13,171,001

 

Peggy J. Newman

 

47,517,850

 

 

 

706,424

 

 

 

13,171,001

 

Dennis E. Nixon

 

40,859,855

 

 

 

7,364,419

 

 

 

13,171,001

 

Larry A. Norton

 

47,739,085

 

 

 

485,189

 

 

 

13,171,001

 

Leonardo Salinas

 

45,470,456

 

 

 

2,753,818

 

 

 

13,171,001

 

Antonio R. Sanchez, Jr.

 

38,948,492

 

 

 

9,275,782

 

 

 

13,171,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratification of McGladrey LLP

 

56,459,542

 

67,581

 

 

 

39,966

 

4,609,878

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-binding Advisory Resolution on Compensation

 

47,482,930

 

415,260

 

 

 

107,775

 

13,171,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Approval of 2013 Management Incentive Plan

 

46,688,390

 

670,075

 

 

 

647,500

 

13,171,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Approval of amendment to Articles of Incorporation

 

47,322,178

 

75,785

 

 

 

608,003

 

13,171,001

 

 

Based on the foregoing results, each director nominee was elected by a plurality vote, which is the voting standard required by the Company’s Articles of Incorporation.

 

With respect to Proposal 4, the advisory vote on the frequency of the advisory approval of the Company’s executive compensation, the following table lists the final voting results for the Annual Meeting:

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Non-Votes

 

Non-binding Advisory Resolution on Frequency of Compensation Vote

 

43,181,690

 

105,337

 

4,602,207

 

116,731

 

13,171,001

 

 

The one year option received the highest number of votes cast by the shareholders and is deemed to be the frequency that is preferred by the shareholders of the Company. The Company’s Board of Directors has determined that it will include a proposal to vote on 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 disclosure regarding named executive officer compensation in the Company’s Proxy Statement for the 2014 Annual Shareholders Meeting.  In addition, each of the other proposals was approved by a majority vote.

 

Item 9.01 Financial Statements and Exhibits

 

3.1                               Certificate of Amendment to IBC’s Articles of Incorporation.

 

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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

 

(Registrant)

 

 

 

 

 

By:

/s/ Dennis E. Nixon

 

 

Dennis E. Nixon, President and

 

 

Chairman of the Board

 

 

Date: May 22, 2013

 

 

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