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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 8, 2024
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 class | Trading Symbols | Name of exchange on which registered |
| Class A Common Stock | AMTB | New York Stock Exchange |
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 May 8, 2024, Amerant Bancorp Inc. (the “Company”) held its 2024 annual meeting of shareholders (the "Annual Meeting"). There were 22,236,876.67 shares of Class A voting common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 74.26% of the 29,944,520 outstanding shares of Class A voting common stock on March 14, 2024, 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 2025 annual meeting of shareholders. Each nominee received the following votes:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Nominee | | For | | Against | | Abstain | | Broker Non-Vote |
Gerald P. Plush | | 18,371,327.31 | | 260,914.00 | | 41,842.00 | 3,562,793.36 |
Pamella J. Dana | | 18,269,164.31 | | 374,046.00 | | 30,873.00 | 3,562,793.36 |
Miguel A. Capriles L. | | 18,348,615.64 | | 310,529.00 | | 14,938.67 | 3,562,793.36 |
Samantha Holroyd | | 18,078,788.31 | | 546,903.00 | | 48,392.00 | 3,562,793.36 |
Erin D. Knight | | 18,077,395.31 | | 550,017.00 | | 46,671.00 | 3,562,793.36 |
Gustavo Marturet M. | | 18,229,719.31 | | 439,030.00 | | 5,334.00 | 3,562,793.36 |
John W. Quill | | 18,486,733.31 | | 156,787.00 | | 30,563.00 | 3,562,793.36 |
Ashaki Rucker | | 18,390,150.31 | | 236,762.00 | | 47,171.00 | 3,562,793.36 |
Oscar Suarez | | 18,074,129.31 | | 566,584.00 | | 33,370.00 | 3,562,793.36 |
Millar Wilson | | 18,417,557.64 | | 225,055.00 | | 31,470.67 | 3,562,793.36 |
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 2025 Annual Meeting of Shareholders or 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:
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| For | | Against | | Abstain | | Broker Non-Vote |
| 14,772,293.31 | | 3,859,643.00 | | 42,147.00 | 3,562,793.36 |
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: 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, 2024 received the following votes:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 22,221,873.67 | | 1,580.00 | | 13,423.00 | --- |
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, 2024.
Item 8.01 Other Information
On May 8, 2024, 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.
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| Date: May 10, 2024 | | Amerant Bancorp Inc. |
| | | | |
| | | By: | | /s/ Julio V. Pena |
| | | | | Name: Julio V. Pena |
| | | | | Title: Senior Vice President,
Securities Counsel and Corporate Secretary |
