Independent Bank Group, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 05/22/2023   Download
SEC Document
SEC Filing
On May 18, 2023, at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Independent Bank Group, Inc. (the “Company”), the full results of which are included in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation, as amended (the “Charter”), to provide for the phasing out of the classified structure of the Company’s Board of Directors (the “Board,” and such amendment, the “Charter Amendment”). The Charter Amendment eliminates the classification of the Board over a three-year period and provides for the annual election of all directors beginning at the 2025 Annual Meeting of Shareholders of the Company. The Charter Amendment did not change the present number of directors on the Board or the Board’s authority to change that number or fill any vacancies or newly created directorships. The Charter Amendment became effective upon the filing of the Charter Amendment with the Secretary of State of the State of Texas on May 22, 2023.