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PB > SEC Filings for PB > Form 8-K on 17-Apr-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 15, 2014, Prosperity Bancshares, Inc. (the "Company") held its Annual Meeting of Shareholders to consider and act upon the items listed below:

1. William H. Fagan, M.D., William T. Luedke IV, Perry Mueller, Jr., D.D.S., and Harrison Stafford II were elected as Class I directors to serve on the Board until the Company's 2017 Annual Meeting of Shareholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:

                                                         Votes          Broker
                                      Votes For        Withheld        Non-Votes
        William H. Fagan, M.D.         50,062,000       1,033,471       6,667,994
        William T. Luedke IV           50,407,482         687,989       6,667,994
        Perry Mueller, Jr., D.D.S.     43,298,271       7,797,200       6,667,994
        Harrison Stafford II           50,134,775         960,696       6,667,994

The following Class II and Class III directors continued in office after the Annual Meeting: James A. Bouligny, W.R. Collier, Leah Henderson, Ned S. Holmes, Robert Steelhammer, H.E. Timanus, Jr., and David Zalman.

2. The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 by the votes set forth in the table below:

                                Votes                           Broker
                 Votes For     Against       Abstentions       Non-Votes
                 57,351,050     256,908           149,927               0

3. The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company's named executive officers by the votes set forth in the table below:

                                Votes                           Broker
                 Votes For     Against       Abstentions       Non-Votes
                 49,583,988     835,207           676,276       6,667,994

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