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

All right. Good morning, ladies and gentlemen. I'm Malcolm Holland, Chairman of the Board of Veritex Holdings. 2024 Annual Meeting of Shareholders of Veritex Holdings is hereby called to order. We're delighted to have you here today for this important meeting. We thank you for this demonstration of interest in Veritex Holdings. I'd like to begin now. Before voting, there are a few corporate formalities I need to take care of. I've asked Phil Donnelly, the Secretary of the company, to serve as Secretary of this meeting. We have previously received from our transfer agent, Continental Stock Transfer & Trust, an affidavit carrying the notice of this meeting was mailed at their direction as required by our bylaws on or about April 24, 2024 to the shareholders of record as of the close of business on March 28, 2024. A copy of the notice of the meeting dated April 17, 2024 is available at the reception desk and will be incorporated into the minutes of this meeting, and the affidavit will be attached to the minutes of the meeting. As authorized by the company's bylaws, I have appointed [ Ryan Nemec ] to serve as Inspector of Election for this meeting. He has agreed to serve and has signed the oath of office. The oath will be attached to the minutes of the meeting as well. The list of shareholders of the company entitled to vote as of the record date March 28, 2024 has been available for examination for the last 10 days at the offices of the company and is available for inspection to shareholders present at this meeting if they desire to do so. I'll now ask the inspector of the election to confirm the presence of a quorum.

Mr. Chairman, preliminary results reflected approximately 48,080,292 shares of the company's common stock present at this meeting either voted 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.

Thank you. On each matter to be voted upon at this meeting, each shareholder of record on March 28, 2024 has the right to vote 1 vote for each share of common stock registered in such holder's name. If you have already voted, it is 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 election of 13 directors of the company to serve until 2025 Annual Shareholders Meeting or until each person's successor is duly elected and qualified. The nominees who are named in the proxy are Malcolm Holland, Arcilia Acosta, Pat Bolin, April Box, Blake Bozman, William Ellis, William 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. The proxy statement contains information regarding this matter, which is now before the meeting. The advisory vote to approve the compensation of our named executive officers. Are there any questions? If not, I declare the questions and discussion of this matter closed. Ratification of the appointment of the company's independent registered public accounting firm. 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 12/31/24. The proxy statement contains information regarding the ratification and appointment. This matter is now before the meeting. Are there any questions? If not, I declare questions and discussion of this matter closed. If you haven't already voted by proxy or completed a ballot when you signed in and you'd like to vote on these matters, please raise your hand. I see no hands. Voting is now closed. The inspector of the election will now deliver the preliminary results of the voting. With respect to the election of the directors, each of the nominees named in the proxy statement has received the affirmative vote of the plurality of the votes cast at this meeting. Accordingly, each of the 13 nominees named in the proxy statement have been elected to serve as director until 2025 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 an affirmative vote of the majority of votes cast at this meeting. Accordingly, the advisory vote on Proposal 2 is approved. With respect to Proposal 3 in the proxy statement, it has received the affirmative vote of a majority of the votes cast at this meeting. Accordingly, Proposal 3 is approved. Does anyone have any questions I can address. Hearing none, as there's no additional business to be discussed at this annual meeting, I hereby declare the meeting adjourned. Thank you for attendance and for your interest in Veritex Holdings.