UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

________________________

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):

~~June~~July 1119, 2024

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

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Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7777 Henneman Way

McKinney, TX 75070-1711

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 562-9004

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, par value, $0.01 per share	IBTX	NASDAQ Global Select Market

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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. ☐

Item 52.0702. Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

OnIn ~~June~~accordance ~~11,~~with ~~2024,~~Item 2.02 ~~the~~of ~~Company~~Form 8-K ~~held~~of ~~its~~the ~~Annual~~Securities ~~Meeting~~and ~~for~~Exchange ~~which~~Commission (the ~~Board~~“SEC”), ~~solicited~~Independent ~~proxies. There~~Bank ~~were~~Group, 38Inc.,~~100,525~~ ~~shares~~a ofTexas corporation (the “Company’s”), ~~common~~is ~~stock~~furnishing ~~represented~~to inthe ~~person~~SEC ora bypress ~~proxy~~release atthat the ~~meeting~~Company issued on July 24, ~~constituting~~2024 92(the “Press Release”).~~08%~~ ofThe Press Release disclosed certain information regarding the ~~outstanding~~Company’s ~~shares~~results of ~~common~~operations ~~stock~~for onthe ~~April~~three 15and six months ended June 30, 2024, and the ~~record~~Company’s ~~date~~financial ~~for~~condition ~~the~~as ~~Annual~~of ~~Meeting~~June 30, 2024. ~~The~~ ~~matters~~A ~~voted~~copy ~~upon~~of at the ~~Annual~~text ~~Meeting~~of ~~and~~ the ~~final~~Press ~~voting~~Release ~~results~~is ~~are~~attached ~~set~~hereto ~~forth~~as ~~below:~~Exhibit 99.1.

~~Proposal~~Item ~~1: To~~8.01. Other ~~Elect Four Directors of the Company~~Events.

~~Each~~On ofJuly ~~the~~22, ~~nominees~~2024, ~~under~~IBTX ~~this~~entered ~~proposal~~into ~~was~~that ~~nominated~~certain Eighth Amendment to beCredit ~~elected~~Agreement asbetween aIBTX ~~Class~~and IU.S. orBank ~~Class~~National IIAssociation, ~~director. As~~as athe ~~result~~lender ofand as administrative agent (the ~~approval~~“Eighth ofAmendment”). ~~Proposal~~The 1Eighth Amendment, ~~each~~among ofother ~~these~~things, ~~nominees~~modifies ~~was~~the ~~duly~~Minimum ~~elected~~Return toon ~~the~~Average ~~Board~~Assets asfinancial acovenant ~~Class~~(as Idescribed ortherein) ~~Class~~for IIthe ~~director~~period tocommencing ~~serve~~April a1, ~~one-year~~2024 ~~term~~and continuing until ~~the~~March 31, 2025 ~~Annual~~in ~~Meeting~~order ofto ~~Shareholders~~accommodate ofa "goodwill impairment" charge recognized by the Company, ~~with~~in ~~shareholders~~the ~~casting~~quarter ~~votes~~ended asJune ~~follows:~~30, 2024.

	For	Against/Withhold	Abstain	Broker Non-Votes
Proposal 1:
Class I
Daniel W. Brooks	33,998,823	931,493	7,700	3,162,509
Janet P. Froetscher	34,751,186	176,633	10,197	3,162,509
Craig E. Holmes	34,252,100	674,588	11,328	3,162,509
G. Stacy Smith	31,611,247	3,311,443	15,326	3,162,509
Class II
William E. Fair	33,166,066	1,730,627	41,323	3,162,509
Donald L. Poarch	34,044,903	882,915	10,198	3,162,509
Michael T. Viola	34,025,677	897,081	15,258	3,162,509

The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

~~Proposal~~On ~~2: To~~July 24, ~~Conduct~~2024, the Company also announced in the Press Release that its Board of Directors declared a ~~Vote~~quarterly todividend ~~Approve,~~on its common stock in the amount of $0.38 per share. The dividend will be payable on anAugust 19, ~~Advisory~~2024, ~~Non-Binding~~to ~~Basis,~~shareholders ~~the~~of ~~Compensation~~record as of the ~~Company’s~~close ~~Named~~of ~~Executive~~business ~~Officers~~on August 5, 2024.

~~This~~Item ~~proposal~~9.01. Financial toStatements ~~conduct~~and ~~an advisory, non-binding vote regarding the compensation of the Company’s named executive officers was approved, with shareholders casting votes as follows:~~Exhibits.

			For			Against/Withhold			Abstain			Broker Non-Votes
Proposal 2:			34,240,922			673,137			23,957			3,162,509

(d) Exhibits.

Proposal 3: To Conduct a Vote to Approve, on an Advisory, Non-Binding Basis, the frequency of future votes regarding the Compensation of the Company’s Named Executive Officers.


Exhibit No.						Description of Exhibit

Exhibit 10.1						Eighth Amendment to Credit Agreement between Independent Bank Group, Inc. and US Bank National Association, dated July 22, 2024, including the revised Credit Agreement as Exhibit A thereto.

Exhibit 99.1						Text of Press Release issued by Independent Bank Group, Inc., dated July 2 4 , 2024, reporting Second Quarter Financial Results and declaring quarterly dividend on its common stock.













Exhibit 104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

This proposal to conduct an advisory, non-binding vote regarding the frequency of future votes regarding compensation of the Company’s named executive officers was approved, with shareholders casting votes as follows:

			1 Year			2 Years			3 Years			Abstain			Broker Non-Votes
Proposal 3:			32,595,396			39,556			2,277,133			25,931			3,162,509

Proposal 4: To Ratify the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for 2024.

			For			Against/Withhold			Abstain			Broker Non-Votes
Proposal 4:			37,712,797			379,046			8,682			—

SIGNATURES

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.

Dated ~~June 13~~July 24, 2024

INDEPENDENT BANK GROUP, INC.


By:			/s/ David R. Brooks
Name:			David R. Brooks
Title:			Chairman of the Board and Chief Executive Officer

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