0001734342false00017343422023-06-072023-06-07
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): June 7, 2023
amerantimagea03.jpg 
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter) 
Florida 001-38534 65-0032379
(State or other jurisdiction
of incorporation		 (Commission
file number)		 (IRS Employer
Identification Number)
220 Alhambra Circle
Coral Gables, Florida
33134
(Address of principal executive offices)(Zip Code)
(305) 460-8728
      (Registrant's telephone number, including area code)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Class A Common StockAMTBNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2023, Amerant Bancorp Inc. (the “Company”) held its 2023 annual meeting of shareholders (the "Annual Meeting"). There were 26,252,169 shares of Class A voting common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 87.48% of the 30,009,231 outstanding shares of Class A voting common stock on April 13, 2023, the record date for the Annual Meeting.

The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1: To elect directors to serve until the 2024 annual meeting of shareholders. Each nominee received the following votes:

Nominee
For
Against
Abstain
Broker Non-Vote
Gerald P. Plush
19,738,204
302,437
345,538
5,865,990
Pamella J. Dana
19,494,866
546,943
344,370
5,865,990
Miguel A. Capriles L.
19,897,183
327,563
161,433
5,865,990
Samantha Holroyd
19,901,804
346,377
137,998
5,865,990
Erin D. Knight
20,021,572
29,787
334,820
5,865,990
Gustavo Marturet M.
19,691,002
557,242
137,935
5,865,990
John A. Quelch
19,862,311
190,549
333,319
5,865,990
John W. Quill
19,837,025
181,736
367,418
5,865,990
Ashaki Rucker
20,020,483
28,066
337,630
5,865,990
Oscar Suarez
19,913,465
335,239
137,475
5,865,990
Millar Wilson
20,007,862
229,473
148,844
5,865,990

All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as a director until the 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.

Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”) — Say-on-Pay received the following votes:

For
Against
Abstain
Broker Non-Vote
17,150,399
3,212,208
23,572
5,865,990

At the Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers — Say-on-Pay.

Proposal No. 3: To vote, on a non-binding, advisory basis, on the frequency of voting on the compensation of the Company’s
named executive officers (“Frequency on Say-on-Pay”) — Frequency on Say-on-Pay received the following votes:

1 Year
2 Years
3 Years
Abstain
17,673,625
16,168
2,678,792
17,594

Based on the votes set forth above, the shareholders selected a frequency of every year. Considering these voting results, the Company will include a Say-on-Pay vote in the Company’s proxy materials each year until the next advisory Frequency on Say-on-Pay vote required by applicable law.

Proposal No. 4: The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 received the following votes:


For
Against
Abstain
Broker Non-Vote
26,220,967
20,841
10,361
---

At the Annual Meeting, the shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


Item 8.01. Other Events.

On June 7, 2023, the Board of Directors of the Company (the “Board”) unanimously reappointed Gerald (“Jerry”) P. Plush to serve as Chairman of the Board. The Board also unanimously reappointed Pamella J. Dana to serve as Lead Independent Director.

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.
 
Date: June 12, 2023 Amerant Bancorp Inc.
    
  By: /s/ Julio V. Pena
    Name: Julio V. Pena
    Title:  Senior Vice President, Securities Counsel and Corporate Secretary