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VPFG > SEC Filings for VPFG > Form 8-K on 21-May-2014All Recent SEC Filings

Show all filings for VIEWPOINT FINANCIAL GROUP INC.

Form 8-K for VIEWPOINT FINANCIAL GROUP INC.


21-May-2014

Submission of Matters to a Vote of Security Holders, Other Events,


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

ViewPoint Financial Group, Inc. ("the Registrant") held its annual meeting of shareholders on May 19, 2014. Holders of record of the Registrant's common stock at the close of business on March 28, 2014, were entitled to vote on three proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 - Election of Directors
The election of James Brian McCall and Karen H. O'Shea as directors of the Registrant for a term to expire in the year 2017 James Brian McCall Karen H. O'Shea

For                  34,745,243       34,271,895
Withheld              189,638           662,986
Broker Non-Votes     2,152,875         2,152,875

Proposal 2 - Shareholder Advisory Vote as to the Compensation of the
Registrant's Executives
Non-binding advisory vote on executive compensation
For              16,578,337
Against          18,076,011
Abstain             280,532
Broker Non-Votes  2,152,876

Proposal 3 - Ratification of Independent Registered Public Accounting Firm Ratification of the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2014

For     36,889,099
Against    106,781
Abstain     91,876



ITEM 8.01 Other Events

On May 20, 2014, the Registrant issued a press release announcing that LegacyTexas Group, Inc.'s shareholders approved the merger agreement by and between the Registrant and LegacyTexas Group, Inc. The press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference. In connection with the proposed merger between the Registrant and LegacyTexas Group, Inc. ("LegacyTexas"), the Registrant has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, THE REGISTRANT AND THE PROPOSED TRANSACTION. Copies of these documents may be obtained free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by the Registrant are available free of charge by accessing the Registrant's website (www.viewpointfinancialgroup.com, under "SEC Filings") or by contacting Casey Farrell at (972) 801-5871. On May 20, 2014, the Registrant issued a press release announcing that, following its annual meeting of shareholders held on May 19, 2014, the Registrant's Board of Directors appointed Anthony J. LeVecchio to serve as Chairman of the Board following the retirement of its chairman, James B. McCarley. The press release also announced the retirement of board member V. Keith Sockwell. The press release is attached to this report as Exhibit 99.2, which is incorporated herein by reference.




ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits Press release announcing LegacyTexas Group, Inc. shareholder merger Exhibit 99.1 approval dated May 20, 2014 Press release announcing new Chairman of the Board and retirement of Exhibit 99.2 directors dated May 20, 2014


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