UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 27, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), held a special meeting of shareholders of Stellar (the “Special Meeting”) in connection with the proposed merger of Stellar and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), pursuant to the Agreement and Plan of Merger, dated January 27, 2026 (the “Merger Agreement”), by and between Stellar and Prosperity.
There were 50,910,698 shares of common stock outstanding and entitled to vote as of the close of business on April 10, 2026, the record date for the Special Meeting. There were 39,327,868 shares of common stock represented at the Special Meeting by valid proxies or that voted at the Special Meeting, which was approximately 77.3% of the shares of common stock outstanding and entitled to vote at the Special Meeting and which constituted a quorum.
Set forth below are the matters voted upon at the Special Meeting, which are more fully described in the definitive proxy statement/prospectus filed by Stellar with the U.S. Securities and Exchange Commission on April 21, 2026, in connection with the Special Meeting, and the final voting results. The proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there were not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the proxy statement/prospectus was timely provided to holders of Stellar common stock, was not voted upon at the Special Meeting because there were sufficient votes cast to approve the merger proposal.
| 1. | Proposal to approve the Merger Agreement (as amended from time to time), by and between Stellar and Prosperity, and the transactions contemplated thereby, including the merger of Stellar with and into Prosperity (the “merger proposal”). |
Stellar’s shareholders approved the merger proposal by the vote set forth below:
| Votes For |
Votes Against |
Abstentions | ||
| 39,209,984 | 59,317 | 58,567 |
| 2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Stellar’s named executive officers that is based on or otherwise relates to the merger (the “merger compensation proposal”). |
Stellar’s shareholders did not approve the non-binding, advisory merger compensation proposal by the vote set forth below:
| Votes For |
Votes Against |
Abstentions | ||
| 15,683,085 | 23,385,406 | 259,377 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STELLAR BANCORP, INC. | ||||||
| Date: May 27, 2026 | By: | /s/ Paul P. Egge | ||||
| Paul P. Egge | ||||||
| Chief Financial Officer | ||||||