Hilltop Holdings Inc. Reports 2026 Annual Meeting Voting Results

What Happened
Hilltop Holdings Inc. (HTH) held its 2026 Annual Meeting of Stockholders virtually on July 23, 2026 and reported voting results for three proposals: election of 13 directors, a non‑binding advisory vote on 2025 executive compensation (say‑on‑pay), and ratification of PricewaterhouseCoopers LLP (PwC) as independent auditor. The company disclosed an active dispute—the “Ford Litigation” (filed July 1, 2025)—over the authority to vote 15,544,674 shares beneficially owned by Diamond A Financial, LP (the “Disputed Shares”). Amendment No. 21 to a Schedule 13D (filed July 22, 2026) stated DAF instructed those shares to withhold for all board nominees, vote against say‑on‑pay, and abstain on ratifying PwC. Hilltop is not a party to the litigation.

The company reported results on two alternative bases depending on whether the vote of the Disputed Shares is ultimately considered valid. In both scenarios the requisite votes were received and each proposal passed: all 13 director nominees were elected, the advisory vote on executive compensation was approved, and PwC was ratified as auditor.

Key Details

• Disputed block: 15,544,674 shares governed by the Ford Litigation (litigation commenced July 1, 2025; Schedule 13D Amendment No. 21 filed July 22, 2026).
• Say‑on‑pay (Proposal 2): If Disputed Shares are disregarded — For 30,827,883; Against 2,306,825; Abstain 30,059. If Disputed Shares are valid — For 30,827,883; Against 17,851,499; Abstain 30,059.
• Auditor ratification (Proposal 3): If Disputed Shares are disregarded — For 36,879,067; Against 1,044,423; Abstain 83,932. If Disputed Shares are valid — For 36,879,067; Against 16,589,097; Abstain 83,932.
• Director elections: All 13 nominees were elected in both reporting scenarios; vote counts for individual nominees vary substantially depending on the treatment of the Disputed Shares.

Why It Matters
This filing matters because it highlights litigation-driven uncertainty over voting control of a significant share block (15.5M shares). Although the company reports that the voting outcomes were the same whether the Disputed Shares are counted or not, the ultimate court determination in the Ford Litigation could affect future shareholder votes and the effective voting power of major holders. Hilltop says it is focused on maximizing value for all stockholders and looks to a final resolution to eliminate uncertainty.