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

All right. Good morning, everyone. My name is Malcolm Holland, Chairman of the Board of Veritex Holdings. This is the 2025 Annual Meeting of Shareholders of Veritex Holdings, and I hereby call it 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 take care of. I've asked Phil Donnelly, 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 the notice of this meeting was mailed at their direction as required by our bylaws on or about May 2, 2025 to shareholders of record as of close of business on April 28, 2025. A copy of the notice of the meeting dated April 29, 2025 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 this meeting. As authorized by the company's bylaws, I have appointed [ Ryan Nemec ] to serve as Inspector of Election for the meeting. He has agreed to serve and has signed the oath. The oath will be attached to the minutes as well. The list of shareholders of the company entitled to vote as of the record date, April 28, 2025, has been available for examination for at least 10 days at the offices of the company and is also available for inspection to shareholders present at this meeting if they desire to do so. I'll now ask the Inspector of Election to confirm the presence of a quorum.

Mr. Chairman, preliminary results reflected the 43,344,921 shares of the company's common stock is 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.

Thank you. On each matter to be voted upon at this meeting, each shareholder of record on April 28, 2025, has the right for 1 vote for each share of common stock registered in such holder's name. If you've already voted, it's not necessary to vote again unless you would like to change your vote. Order of business. First matter to be considered and voted upon at this meeting is the election of 13 directors of the company to serve until 2026 Annual Meeting of Shareholders or until each person's successor is duly elected and qualified. The nominees who are named in the proxy statement 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 the questions or discussion of this matter closed. Second matter to be considered is the approval of the company's 2025 amended and restated omnibus incentive plan. The proxy statement contains information regarding this matter, which is now before the meeting. Are there any questions? If not, I declare questions and discussion of this matter closed. The third matter to be considered is nonbinding advisory vote on the compensation of company's named executive officers. The proxy statement contains information regarding this matter, which is now before the meeting. Are there any questions or 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 appointment of Grant Thornton, LLP as the independent registered public accounting firm of the company for the year ended 12/31/2025. The proxy statement contains information regarding the ratification of this appointment. This matter is now before the meeting. Are there any questions or discussion? 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 would like to do so for these matters, please raise your hand. I don't see any hands, so voting is now closed. Inspector of election will now deliver the preliminary results of the voting. With respect to the election of directors, each of the nominees named in the proxy statement has received the affirmative vote of the plurality of the votes cast in this meeting. Accordingly, each of the 13 nominees named in proxy statement have been elected to serve as a director until the 2026 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's received an affirmative vote of the majority of the votes cast at the meeting. Accordingly, the advisory vote on Proposal 2 is approved. With respect to Proposal 3 in the proxy statement, it has been received -- it has received an affirmative vote of the majority of the votes cast at this meeting. Accordingly, Proposal 3 is approved. With respect to Proposal 4 in the proxy statement, it has received affirmative vote of the majority of the cast votes. Accordingly, Proposal 3 (sic)[ Proposal 4 ] is approved. Anyone have any questions I can address. Seeing none, and there are no additional business to be discussed at the annual meeting. I hereby declare the meeting adjourned. Thank you for attendance and for your interest in Veritex Holdings.