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

A special meeting of shareholders of PlainsCapital Corporation (the "Company") was held on September 20, 2012. On the August 3, 2012 record date (the "Record Date"), the Company had two classes of voting securities entitled to vote at the special meeting, Common Stock, par value $0.001 per share, and Original Common Stock, par value $0.001 per share, each of which entitles the holder to one vote per share. The Company did not have any shares of Common Stock issued and outstanding on the Record Date, and, therefore, there were no shares of Common Stock represented in person or by proxy at the special meeting. A total of 30,803,298 shares of Original Common Stock were represented in person or by proxy at the special meeting, representing 89.4% of the 34,462,390 shares of Original Common Stock issued and outstanding on the Record Date.

The meeting was held in order to vote upon the following proposals set forth in the Company's definitive proxy statement, filed with the SEC on August 7, 2012:
(i) to adopt and approve the Agreement and Plan of Merger, dated as of May 8, 2012, by and among Hilltop Holdings Inc. ("Hilltop"), Meadow Corporation, a wholly owned subsidiary of Hilltop, and the Company, as such agreement may be amended from time to time (the "Merger Proposal"); (ii) to approve, on a non-binding, advisory basis, compensation that may be paid or become payable to the Company's named executive officers in connection with the merger (the "Compensation Proposal"); and (iii) to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Merger Proposal (the "Adjournment Proposal"). The Merger Proposal was approved by greater than a majority of shares of the Company's Original Common Stock outstanding on the Record Date. The Compensation Proposal was approved by greater than a majority of the shares of the Company's Original Common Stock represented in person or by proxy at the special meeting and entitled to vote on such proposal. Results of the voting were as follows:

Proposal 1: the Merger Proposal

For Against Abstain Broker Non-Votes 30,398,019 10,227 395,052 -

Proposal 2: the Compensation Proposal

For Against Abstain Broker Non-Votes 27,953,564 2,040,156 809,578 -

Because the Merger Proposal was approved by greater than a majority of shares of the Company's Original Common Stock outstanding on the Record Date for the special meeting, it was unnecessary to tally the votes for the Adjournment Proposal.

The merger remains subject to the satisfaction of certain closing conditions, including receipt of regulatory approvals.

---