Stellar Bancorp, Inc. 8-K

What Happened

• Stellar Bancorp, Inc. (STEL) held a special meeting of shareholders on May 27, 2026 and announced shareholders approved the Agreement and Plan of Merger dated January 27, 2026 with Prosperity Bancshares, Inc. The record date for the meeting was April 10, 2026.
• There were 50,910,698 shares outstanding and entitled to vote; 39,327,868 shares (≈77.3%) were represented at the meeting, constituting a quorum. The merger proposal was approved by a vote of 39,209,984 for, 59,317 against, and 58,567 abstentions.
• A separate non‑binding, advisory proposal on merger-related executive compensation was not approved: 15,683,085 for, 23,385,406 against, and 259,377 abstentions.

Key Details

• Record date: April 10, 2026; Special Meeting date: May 27, 2026.
• Outstanding shares eligible to vote: 50,910,698; shares represented at meeting: 39,327,868 (≈77.3%).
• Merger vote: 39,209,984 for; 59,317 against; 58,567 abstentions.
• Advisory (non‑binding) vote on merger-related executive pay failed: 15,683,085 for; 23,385,406 against; 259,377 abstentions.

Why It Matters

• Shareholder approval was a required step under the Merger Agreement; with the merger proposal approved, Stellar has satisfied the shareholder vote condition necessary to move forward with the merger process.
• The failed non‑binding advisory vote signals shareholder disapproval of the merger‑related compensation for named executives. Because the advisory vote is non‑binding, it does not block the merger but is a visible indicator the board may consider when finalizing compensation arrangements or disclosures.