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, 2020

 

 

CBTX, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Texas

001-38280

20‑8339782

 

 

 

(State or other jurisdiction of

(Commission File Number)

(I.R.S. employer

 

 

 

incorporation or organization)

 

identification no.)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices)

(713) 210‑7600

(Registrant’s telephone number, including area code)

 

 

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

CBTX

The Nasdaq Global Select 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 (§230.12b-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.

CBTX, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders on May 20, 2020 (the “2020 Annual Meeting”) for the following purposes: (i) to elect four Class II members to the Board of Directors to serve for a term commencing on the date of the annual meeting and continuing until the 2023 annual meeting of shareholders until each person’s successor is duly elected and qualified, or their earlier death, resignation or removal; and (ii) to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020. All of the Company’s director nominees were elected by a plurality of the votes cast, and the ratification of Grant Thornton LLP was approved.

As of March 25, 2020, the record date (the “Record Date”) for the 2020 Annual Meeting, there were 24,955,909 shares of common stock issued and outstanding. 20,226,205 shares of common stock were represented in person or by proxy and entitled to vote at the 2020 Annual Meeting, constituting a quorum. The information below reflects the number of votes cast by the shareholders.

The number of votes for, votes withheld and broker non-votes for the election of each director was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Votes

For

 

Number of Votes Withheld

 

Broker

Non-Votes

Class II Directors

 

 

 

 

 

Glen W. Morgan

14,223,432

 

2,918,065

 

3,084,708

Joe E. Penland, Jr.

14,395,464

 

2,746,033

 

3,084,708

Reagan A. Reaud

16,898,880

 

  242,617

 

3,084,708

Joseph B. Swinbank

14,595,262

 

2,546,235

 

3,084,708

 

 

 

 

 

 

 

The number of votes for, the number of votes against, and the number of abstentions with respect to the ratification of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020 was as follows. There were no broker non-votes returned on this matter.

 

 

 

 

 

 

 

 

 

 

Number of Votes

For

 

Number of Votes

Against

 

Abstentions

20,196,612

 

23,635

 

5,958

 

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 thereunto duly authorized.

 

 

 

 

 

CBTX, INC.

 

 

 

Date: May 22, 2020

 

/s/ Robert T. Pigott, Jr.

 

 

Robert T. Pigott, Jr.

 

 

Chief Financial Officer