Veritex Holdings, Inc. (VBTX) Earnings Call Transcript & Summary

Okay. We're good. All right. Good afternoon, ladies and gentlemen. My name is Malcolm Holland, Chairman of the Board of Veritex Holdings. This is the 2023 Annual Shareholders Meeting of Veritex Holdings, and I hereby call the meeting to order. We're delighted to have you here today for this meeting. Thank you for your demonstration of interest in Veritex Holdings. I'd like to begin now. Before voting, there are a few corporate formalities to take care of. I've asked Susan Caudle, the Secretary of the company, to serve as Secretary of the meeting. We have previously received from our transfer agent, Continental Stock Transfer & Trust, an affidavit certifying that notice of this meeting was mailed at their direction as required by our bylaws on or about April 24, 2023, to shareholders of record as of the close of business April 5, 2023. Copy of the Notice of the Meeting dated April 17, 2023, is available at the reception desk and will be incorporated into the minutes of the meeting and the affidavit will be attached to the minutes of the meeting. As authorized by the company's bylaws, I've appointed Susan Caudle to serve as Inspector of Election for this meeting. She has agreed to serve and has signed the oath of office. The oath will be attached to the minutes of this meeting. The list of shareholders of this company entitled to vote as of the record date April 5, 2023, has been available for examination for at least 10 days in the offices of the company. It's also available for inspection to shareholders present at this meeting if they desire to do so. I will now ask the inspector of election to confirm the presence of a quorum.

Mr. Chairman, preliminary results reflected there are 48,129,644 shares of the company's common stock present at this meeting in person or represented by proxy. Since these shares constitute more than a majority of the stock issued outstanding and entitled to vote at this meeting, a quorum is present and the meeting may proceed.

On each matter to be voted upon at this meeting, each shareholder of record on April 5, 2023, have the right to 1 vote for each common share stock registered in such holder's name. If you've already voted, it's not necessary to vote again unless you'd like to change your vote. The first matter to be considered and voted upon at this meeting is the election of 13 directors of the company to serve until the 2024 Annual Meeting of Shareholders or until each person's successor is duly elected and qualified. The nominees who are named in the proxy are C. Malcolm Holland, Arcilia Acosta, Pat Bolin, April Box, Blake Bozman, William D. Ellis, William E. Fallon, Mark Griege, Gordon Huddleston, Steve Lerner, Manuel Mehos, Greg Morrison and John Sughrue. Information about these nominees is contained in the proxy statement and the proposal to elect them is now before the meeting. Are there any questions or discussion? If not, I declare questions and discussion of this matter closed. Second, the proxy statement contains information regarding -- this is the advisory vote to approve the compensation of our named executive officers. Proxy statement contains information regarding this matter, which is now before the meeting. Any questions? Discussion? If not, I declare questions and discussion of this matter closed. The final matter to be considered and voted upon at this meeting is the proposal to ratify the appointment of Grant Thornton, LLP as the independent registered public accounting firm of the company for the year ending December 31, 2023. The proxy statement contains information regarding the ratification of the appointment. This matter is now before the meeting. Any questions or discussion? If not, I declare questions and discussion of this matter closed. If you've not already voted by proxy or completed a ballot when you signed in, and you'd like to do so on these matters, please raise your hand. I see no hands being raised. Voting is now closed. The inspector election will now deliver the preliminary results of the voting. Thank you. With respect to the election of directors, each of the nominees named in the proxy statement has received the affirmative vote of a plurality of the votes cast at this meeting. Accordingly, each of the 13 nominees named in the proxy has been elected as a director to serve until 2024 Annual Meeting of Shareholders or until each person's successor is duly elected and qualified. With respect to Proposal 2 in the proxy statement, it has received a negative vote of a majority of the votes cast at this meeting. Accordingly, the advisory vote on Proposal 2 is not approved. With respect to Proposal 3 in the proxy statement, it has received the affirmative vote of the majority of votes cast at this meeting. Accordingly, Proposal 3 is approved. Does anyone have any questions that I can address? Okay. Yes, sir.

I just want to state that [ Larry Peyton ] does not speak for me. I just want to say that the letter that went out from the black box does not reflect my views.

Thank you. I appreciate that. I don't think it reflects many of my shareholders' views. Thank you. With no other questions, no other business to be discussed at this meeting, I hereby declare the meeting adjourned. Thank you for your attendance and for your interest in Veritex Holdings.

This concludes today's conference call. Thank you all for participating. You may now disconnect, and have a pleasant day.

Thank you.