Veritex Holdings Inc.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:02

Proxy Results (Form 8-K)

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
Veritex Holdings Inc. published this content on September 23, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 20:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]