Hilltop Holdings Inc.

HTHSEC EDGAR
ARF'a sor
8-K, Önemli Olay Bildirimi
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Genel Kurul Oylama Sonuçları

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Madde 5.07
Genel Kurul Oylama Sonuçları

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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 23, 2026, Hilltop Holdings Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, which was held virtually, stockholders were asked to vote on three proposals: the election of the 13 director nominees named in the Company's proxy statement; a non-binding advisory vote to approve executive compensation; and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
As previously disclosed, litigation was commenced on July 1, 2025, in the First Division of the Business Court of Texas (the "Ford Litigation") by trustees of certain trusts that the Company's former Chairman and Chairman Emeritus, Gerald J. Ford ("Mr. Ford"), established contesting, among things, the capacity of Mr. Ford and the authority of Mr. Ford and certain of his representatives to act on behalf of Diamond A Financial, LP ("DAF"), which beneficially owns 15,544,674 shares of common stock, par value $0.01 per share, of the Company (the "Disputed Shares").
On July 22, 2026, DAF and the other reporting persons described therein filed Amendment No. 21 to their Schedule 13D, disclosing that DAF had delivered instructions to vote the Disputed Shares as follows at the 2026 Annual Meeting: (i) "withhold" with respect to all nominees for director recommended by the Board of Directors of the Company (the "Board") up for election at the 2026 Annual Meeting; (ii) "against"the non-binding advisory vote to approve executive compensation; and (iii)"abstain" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Board is fully apprised of the status of the Ford Litigation and the dispute regarding the authority to vote the Disputed Shares and the validity of any instructions relating thereto and has received communications from parties to the Ford Litigation disputing the validity of the vote of the Disputed Shares. The Company is not a party to the Ford Litigation. The Board is focused solely on maximizing value for all Company stockholders and looks forward to a final court determination or other resolution of the Ford Litigation that eliminates the uncertainty as to voting control of a significant number of the Company's shares, for the benefit of all stockholders.
In light of the Ford Litigation and the dispute as to the validity of the vote of the Disputed Shares, the Company is reporting voting results at the 2026 Annual Meeting on alternative bases, depending on the validity of the vote of the Disputed Shares.
In each case, the requisite vote necessary for the approval of each proposal was received, and the validity of the vote of the Disputed Shares did not affect the outcome of the applicable proposal.
If the vote of the Disputed Shares was not valid and accordingly, disregarded for all purposes of the proposals set forth below, the voting results at the 2026 Annual Meeting are as follows :
Proposal No. 1 : The stockholders elected the following 13 director nominees to serve on the Company's Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
Name For Against Withheld Broker Non-Votes
Proposal No. 2: The stockholders approved, on an advisory basis, the 2025 compensation of the Company's named executive officers.
Proposal No. 3: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
If the vote of the Disputed Shares was valid, the voting results at the 2026 Annual Meeting are as follows :
Proposal No. 1: The stockholders elected the following 13 director nominees to serve on the Company's Board of Directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
Name For Against Withheld Broker Non-Votes
Proposal No. 2: The stockholders approved, on an advisory basis, the 2025 compensation of the Company's named executive officers.
Proposal No. 3: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
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Hilltop Holdings Inc., 8-KSEC EDGAR dosya no 000110465926086684
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