Dallas-based Veritex Holdings Inc. called on shareholders to approve a proposed amendment to its bylaws to remove the range of the size of the board.
Under the current bylaws, the board should consist of not fewer than seven nor more than nine individuals, unless such number is increased to 11 in the context of a merger and/or acquisition involving the company and/or its subsidiaries.
The range of the board's size will be removed and the board will be authorized to fix by resolution the number of directors that constitutes it if the proposal is approved by shareholders.
If not, the nine out of the 11 director nominees who receive the most votes from stockholders for their election will be elected.
The 11 director nominees are C. Malcolm Holland III, William Murphy, Pat Bolin, Blake Bozman, Mark Griege, Michael Kowalski and John Sughrue, all of whom are current board members; and April Box, Ned Fleming III, Gordon Huddleston and Gregory Morrison.
Box served as the president and CEO of Methodist Health System Foundation and senior vice president of external affairs for Methodist Health System from 2002 to 2016; Fleming is a founder and managing partner of SunTx Capital Partners; Huddleston is a partner of Aethon Energy and has served as co-president since 2013; and Morrison is the chief information officer of Cox Enterprises Inc.
The affirmative vote of a plurality of the votes cast at the annual meeting is required for the election of each of the nominees for director. If the proposal to approve the amendment to the bylaws is approved by shareholders, the 11 director nominees who receive the most votes for their election will be elected.
Michael Ilagan, the SunTx Veritex Holdings LP representative on the company's board and the board of Veritex Community Bank, is not a nominee for election as a director of the company at the annual meeting.
Veritex Holdings stockholders of record as of March 29 are entitled to vote at the annual meeting, which will be held May 18.