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)

 

 

 

(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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