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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549


FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  May 9, 2018

Southside Bancshares, Inc.
(Exact name of registrant as specified in its charter)


Texas
0-12247
75-1848732
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)


1201 S. Beckham, Tyler, Texas
 
75701
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (903) 531-7111

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

p
Written communications pursuant to Rule 425 under Securities Act (17 CFR 230-425)
 
 
p
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
 
 
p
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
p
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







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

At the 2018 annual meeting (“Annual Meeting”) of shareholders of Southside Bancshares, Inc. (the “Company”) held on May 9, 2018, the Company's shareholders elected five directors for a term of three years, one director for a term of two years, and one director for a term of one year. The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company's named executive officers (“Say-on-Pay”). The shareholders also approved an amendment to the Company's certificate of formation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 80,000,000 shares, a copy of which is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference. The Company's shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

The final voting results are set forth below:
1. Election of Directors
 
 
 
 
 
 
 
 
 
 
 
 
Shares Voted
Nominees for Director for a term expiring at the 2021 Annual Meeting
 
For
 
Against
 
Abstain
 
Broker
Non Votes
S. Elaine Anderson, CPA
 
 
23,137,259

 
283,707

 
24,403

 
6,614,275

Herbert C. Buie
 
 
22,552,163

 
858,890

 
34,316

 
6,614,275

Patricia A. Callan
 
 
23,202,225

 
211,383

 
31,761

 
6,614,275

John R. (Bob) Garrett
 
 
22,560,717

 
836,557

 
48,095

 
6,614,275

Tony K. Morgan, CPA
 
 
23,224,048

 
194,340

 
26,981

 
6,614,275

 
 
 
 
 
 
 
 
 
 
Nominee for Director for a term expiring at the 2020 Annual Meeting
 
For
 
Against
 
Abstain
 
Broker
Non Votes
H. J. Shands, III
 
 
22,757,864

 
590,661

 
96,844

 
6,614,275

 
 
 
 
 
 
 
 
 
 
Nominee for Director for a term expiring at the 2019 Annual Meeting
 
For
 
Against
 
Abstain
 
Broker
Non Votes
M. Richard Warner
 
 
23,156,129

 
191,472

 
97,768

 
6,614,275

 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker
Non Votes
2. Say-on-Pay
 
 
22,495,005

 
732,644

 
217,720

 
6,614,275

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
3. Amendment to the Company's Certificate of Formation
 
 
 
28,183,723

 
1,696,639

 
179,282

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
4. Ratification of Independent Auditors
 
 
 
 
29,987,467

 
47,220

 
24,957

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
# Voted
 
% Voted
At Date of Record
 
 
 
 
35,052,547

 
30,059,644

 
85.76









Item 8.01. Other Events.

As previously announced, Joe Norton's term as director expired at the Annual Meeting and he did not stand for re-election. The Board appointed John R. (Bob) Garrett, the Board's previous Vice Chairman, to serve as Chairman of the Board and Donald W. Thedford to serve as Vice Chairman, effective immediately following the Annual Meeting. Both the Chairman and the Vice Chairman are independent directors and serve as ex-officio nonvoting members of the Audit, Nominating, Compensation, Risk and Information Technology, Digital Banking and Innovation Committees of the Board.
Item 9.01. Financial Statements and Exhibits.
(d)     Exhibits. The following materials are furnished as exhibits to this Current Report on Form 8-K:

Exhibit
Number
  
Description of Exhibit
 
 
3.1
  








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 
 
Southside Bancshares, Inc.
 
 
 
Date:  May 14, 2018
By:
/s/ Julie N. Shamburger
 
 
Julie N. Shamburger
 
 
Senior Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)



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Section 2: EX-3.1 (EXHIBIT 3.1)

Exhibit


Exhibit 3.1

RESTATED
CERTIFICATE OF FORMATION
(With Amendments)
OF
SOUTHSIDE BANCSHARES, INC.

Pursuant to the Texas Business Organizations Code (the “TBOC”), Southside Bancshares, Inc., a Texas corporation (the “Corporation”), hereby adopts this Restated Certificate of Formation (with Amendments) (the “Restated Certificate”), which accurately reflects the original Certificate of Formation of the Corporation and all previous amendments thereto that are in effect (collectively, the “Original Certificate”) as further amended by such Restated Certificate as hereinafter set forth:

1.
The name of the Corporation is Southside Bancshares, Inc., a for-profit corporation.

2.
The Corporation was formed as a for-profit corporation on August 11, 1982, and issued file number 61819600 by the Secretary of State of the State of Texas.

3.
Articles Four and Ten are amended and restated in their entirety to read as set forth in Articles Four and Ten of the Restated Certificate.

4.
The amendments to the Original Certificate described in Paragraph 3 above have been made in accordance with the provisions of the TBOC. The amendments to the Original Certificate and the Restated Certificate have been approved in the manner required by the provisions of the TBOC and the governing documents of the Corporation.

5.
The Restated Certificate attached hereto as Exhibit A accurately states the text of the Original Certificate as restated by the Restated Certificate. The attached Restated Certificate does not contain any other change except for the information permitted to be omitted by the provisions of the TBOC applicable to the Corporation (including the deletion of the article relating to the name and address of the organizer of the Corporation and the article stating that the Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least $1,000.00). The Original Certificate and all amendments and supplements thereto are hereby superseded by the Restated Certificate attached hereto.

6.    This document becomes effective when filed by the Secretary of State of the State of Texas.

The undersigned affirms that the person designated as registered agent in the Restated Certificate has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the Corporation to execute this Restated Certificate.



 
 
 
 
Date: May 9, 2018
By:
/s/ Lee R. Gibson, CPA
 
Name:
Lee R. Gibson, CPA
 
Title:
President and Chief Executive Officer









RESTATED
CERTIFICATE OF FORMATION
OF
SOUTHSIDE BANCSHARES, INC.


ARTICLE ONE

The name of the for-profit Corporation formed hereby is Southside Bancshares, Inc. (the “Corporation”).

ARTICLE TWO

The period of the Corporation's duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the Corporation is organized are:

    
(a)    To engage in the acquisition and ownership of equity or debt securities of national or state banks; the acquisition and ownership of equity or debt securities of other corporations, and the conduct of such other businesses as will not be in violation of any state or national laws, including banking laws, or rules or regulations promulgated from time to time thereunder; and
    
(b)    To engage in all other lawful acts or activities for which for-profit corporations may be organized under the laws of the State of Texas.

ARTICLE FOUR

The total number of shares of capital stock that the Corporation shall have authority to issue is 80,000,000 shares of common stock, $1.25 par value per share.
 
ARTICLE FIVE

The shareholders of the Corporation shall not be entitled to cumulate their votes in the election of directors.

ARTICLE SIX

The shareholders of the Corporation shall not have preemptive rights.

ARTICLE SEVEN

The Corporation, at the option of the Board of Directors, may purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor, and to any further extent that may be allowed by law.

ARTICLE EIGHT

No contract or other transaction between the Corporation and one or more of its directors or officers or between the Corporation and another corporation, partnership, joint venture, trust or other enterprise or organization of which one or more of the Corporation's directors or officers are officers, directors, security holders, members or employees or in which they are otherwise financially interested, directly or indirectly, shall be invalid solely because of such relationship, or solely because such director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or other transaction or signs, in such person's capacity as a director or committee member, a unanimous written consent of the Board of Directors or a committee thereof authorizing the contract or transaction, if (a) the material facts as to the director's or officer's relationship or interest and as to the contract or other transaction are known or disclosed to the Board of Directors or a committee thereof, and the Board of Directors or a committee thereof in good faith authorizes the contract or other transaction by the affirmative votes of a majority of the disinterested directors or committee members, even if the disinterested directors or committee members constitute less than a quorum; or (b) the material facts as to the director's or officer's relationship or interest and as to the contract or other transaction are known or disclosed to the shareholders entitled to vote thereon, and the contract or




other transaction is specifically approved in good faith by vote of the shareholders; or (c) the contract or other transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or a committee thereof or the shareholders.

ARTICLE NINE

The address of the Corporation's Registered Office is 1201 S. Beckham, Tyler, Texas 75701, and the name of the Corporation’s Registered Agent at such address is Leigh Anne Rozell.

ARTICLE TEN

The number of directors shall be set at sixteen (16) until changed in the manner provided in the By-Laws of the Corporation, except that no such change shall shorten the term of an incumbent director. The directors shall be classified with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible as determined by the Board of Directors. The terms of office of the initial directors constituting the first class expired at the first annual meeting of shareholders after the initial election of the directors of that class (and thereafter such class shall hold office for a three-year term expiring at the annual meeting of shareholders), the terms of office of the initial directors constituting the second class expired at the second annual meeting of shareholders after the initial election of the directors of that class (and thereafter such class shall hold office for a three-year term expiring at the annual meeting of shareholders), and the terms of office of the initial directors constituting the third class expired at the third annual meeting of shareholders after the initial election of the directors of that class (and thereafter such class shall hold office for a three-year term expiring at the annual meeting of shareholders). The members of each class shall hold office until their successors are elected and qualified, until his or her death or retirement or until he or she shall resign or be removed in the manner provided in the By-Laws. In any such event, such director's successor shall become a member of the same class of directors as his predecessor.

The names of the current directors are listed below and the address of each of the directors is 1201 South Beckham Avenue, Tyler, Texas 75701.

Lawrence Anderson, M.D.
Melvin B. Lovelady
Susan Elaine Anderson
Tony K. Morgan
Michael J. Bosworth
John F. Sammons Jr.
Herbert C. Buie
H.J. Shands III
Alton Cade
William Sheehy
Patricia A. Callan
Preston L. Smith
John R. Garrett
Donald W. Thedford
Lee R. Gibson III
M. Richard Warner

ARTICLE ELEVEN

To the fullest extent permitted by Texas statutory or decisional law, as the same exists or may hereafter be amended or interpreted, a director of the Corporation shall not be liable to the Corporation or its shareholders for any act or omission in such director's capacity as a director. Any repeal or amendment of this Article or adoption of any other provision of this Certificate of Formation inconsistent with this Article by the shareholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability to the Corporation or its shareholders of a director of the Corporation existing at the time of such repeal, amendment or adoption of an inconsistent provision.


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