Business Context and Reporting Period
This Form 8-K filing by Triumph Bancorp, Inc. (d/b/a Triumph Financial, Inc.) reports on events occurring at the Annual Meeting of Stockholders held on May 10, 2018. The filing details corporate governance amendments and the results of stockholder votes.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is a current report focused on corporate governance and voting results.
Material Changes
Stockholders approved significant amendments to the Company's Charter and Bylaws, effective May 10, 2018:
- Board Declassification: The classified structure of the Board of Directors is being phased out.
- Majority Voting: Implementation of majority voting standards for uncontested director elections.
Voting Results and Management Commentary
The following matters were submitted to a vote of security holders at the Annual Meeting:
- Director Re-elections (Class I): All four nominees were re-elected for a three-year term expiring in 2021.
- Aaron P. Graft: 15,613,309 votes for; 67,521 withheld.
- Robert Dobrient: 15,420,053 votes for; 260,777 withheld.
- Maribess L. Miller: 14,500,052 votes for; 1,180,778 withheld.
- Frederick P. Perpall: 15,613,309 votes for; 67,521 withheld.
- Declassification Proposal: Approved with 15,675,518 votes for, 2,850 against, and 2,462 abstentions.
- Majority Vote Proposal: Approved with 15,675,280 votes for, 3,088 against, and 2,462 abstentions.
- Auditor Ratification: Crowe Horwath LLP was ratified as the independent registered public accounting firm with 18,543,238 votes for, 49,204 against, and 21,388 abstentions.
Broker non-votes totaled 2,933,000 for the director elections and governance proposals.
Key Facts for Investor Verification
- Verify the effective date of the Board declassification and majority voting amendments (May 10, 2018).
- Review the full text of the Certificate of Amendment (Exhibit 3.1) and Bylaws Amendment (Exhibit 3.2) for specific implementation details.
- Note the significant number of broker non-votes (2,933,000) which did not impact the outcome of the proposals but indicates a portion of shares held in street name.
- Confirm the re-election of the Class I directors for the term ending in 2021.