International Bancshares Corporation Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>International Bancshares Corporation will hold its Annual Meeting of Shareholders on May 20, 2024, to elect directors, ratify auditors, and vote on executive compensation.</b>

AI Summary

INTERNATIONAL BANCSHARES CORP (IBOC) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Annual Meeting scheduled for May 20, 2024, at 5:00 p.m. in Laredo, Texas. Shareholders of record as of April 1, 2024, are eligible to vote. Agenda includes election of eight directors, ratification of RSM US LLP as independent auditor, and advisory vote on executive compensation. Company is providing proxy materials via mail and online availability. 2023 Annual Report on Form 10-K is being furnished with the Proxy Statement.

Why It Matters

For investors and stakeholders tracking INTERNATIONAL BANCSHARES CORP, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by electing directors and approving auditor appointments. The meeting provides a platform for shareholders to voice opinions on executive compensation through a non-binding advisory resolution.

Risk Assessment

Risk Level: low — INTERNATIONAL BANCSHARES CORP shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance procedures rather than significant new risks or events.

Analyst Insight

Shareholders should review the proxy materials to make informed decisions regarding director elections, auditor ratification, and executive compensation.

Key Numbers

• 8 — Directors to be elected (To serve until the next Annual Meeting of Shareholders.)
• May 20, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
• April 1, 2024 — Record Date (Shareholders of record on this date are entitled to vote.)
• 2024 — Fiscal Year (For which RSM US LLP is proposed as the independent auditor.)

Key Players & Entities

• INTERNATIONAL BANCSHARES CORPORATION (company) — Registrant and filer of the proxy statement.
• RSM US LLP (company) — Proposed independent auditor for fiscal year ending December 31, 2024.
• May 20, 2024 (date) — Date of the Annual Meeting of Shareholders.
• April 1, 2024 (date) — Record date for determining shareholders entitled to notice and vote.
• 2023 (date) — Fiscal year for which the Annual Report on Form 10-K is being furnished.
• SEC (regulator) — Securities and Exchange Commission, which promulgates rules for proxy materials.

FAQ

Risk Factors

• Compliance with SEC Rules [low — regulatory]: The company must adhere to SEC rules regarding the filing and distribution of proxy materials.
• Annual Meeting Logistics [low — operational]: Ensuring the smooth execution of the Annual Meeting, including venue, timing, and shareholder participation.

Industry Context

International Bancshares Corporation operates as a commercial bank holding company, providing a range of financial services.

Regulatory Implications

The company is subject to regulations from the SEC concerning proxy solicitations and shareholder communications.

What Investors Should Do

1. Review the proxy statement for details on director nominees and their qualifications.
2. Understand the proposals regarding auditor ratification and executive compensation.
3. Cast your vote according to your preferences on the provided proxy card.

Key Dates

• 2024-05-20: Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
• 2024-04-01: Record Date — Determines eligibility to vote at the Annual Meeting.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement for an upcoming annual meeting, indicating routine corporate governance activities.

Key Financial Figures

• $1.00 — of our class of common stock, par value $1.00 per share (the "Common Stock"), at the

Filing Documents

• tm242771d4_def14a.htm (DEF 14A) — 728KB
• sg_dennisenixon-bw.jpg (GRAPHIC) — 17KB
• bc_payversustsr-4c.jpg (GRAPHIC) — 46KB
• bc_payversusnetincome-4c.jpg (GRAPHIC) — 55KB
• bc_payversusreturn-4c.jpg (GRAPHIC) — 49KB
• px_24bancsproxy01pg01-bw.jpg (GRAPHIC) — 141KB
• px_24bancsproxy01pg02-bw.jpg (GRAPHIC) — 116KB
• 0001104659-24-049884.txt (&nbsp;) — 2418KB
• iboc-20231231.xsd (EX-101.SCH) — 9KB
• iboc-20231231_def.xml (EX-101.DEF) — 6KB
• iboc-20231231_lab.xml (EX-101.LAB) — 30KB
• iboc-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242771d4_def14a_htm.xml (XML) — 98KB

From the Filing

tm242771-1_nonfiling - none - 6.3437704s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 INTERNATIONAL BANCSHARES CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. INTERNATIONAL BANCSHARES CORPORATION 1200 San Bernardo Avenue Laredo, Texas 78042 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2024 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of International Bancshares Corporation (the "Company") will be held at the IBC Annex Building, located at 2416 Jacaman Road, Laredo, Texas 78041, on Monday, May 20, 2024 at 5:00 p.m. for the following purposes: (1) To elect eight (8) directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; (2) To ratify the appointment of RSM US LLP as the Company's independent auditor for the fiscal year ending December 31, 2024; (3) To consider and approve a non-binding advisory resolution to approve the compensation of the Company's named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures in the accompanying Proxy Statement; and (4) To transact such other business as may lawfully come before the meeting or any adjournment thereof. Shareholders of record at the close of business on April 1, 2024 are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. The Company's 2023 Annual Report on Form 10-K (the "Annual Report") is being furnished along with the accompanying Proxy Statement to the shareholders of record as of April 1, 2024. Pursuant to rules promulgated by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. The enclosed Proxy Statement and Annual Report are available on the Investors tab of our website at www.ibc.com/investors and can be accessed through the "SEC Filings" hyperlink under the "Investors" heading. You may also access our Proxy Statement and Annual Report at https://materials.proxyvote.com/459044 , which does not have "cookies" that identify visitors to the site. In order to ensure the representation of a quorum at the Annual Meeting, shareholders who do not expect to attend the meeting in person are urged to sign the enclosed proxy card and return it promptly to the Trust Division, International Bank of Commerce, P.O. Drawer 1359, Laredo, Texas 78042-1359. A return envelope is enclosed for that purpose. As always, we encourage you to vote your shares prior to the Annual Meeting by completing, signing, and returning the enclosed Proxy Card. We plan on having a social time immediately following the business session of the Annual Meeting to provide you an opportunity to visit with your staff and enjoy the evening. INTERNATIONAL BANCSHARES CORPORATION Dennis E. Nixon President and Chairman Dated: April 22, 2024 INTERNATIONAL BANCSHARES CORPORATION 1200 San Bernardo Avenue Laredo, Texas 78042 PROXY STATEMENT The Board of Directors of International Bancshares Corporation, a Texas corporation, is soliciting proxies to be used at the Annual Meeting of Shareholders currently scheduled to be held on Monday, May 20, 2024 at 5:00 p.m., local time, at the IBC Annex Building, located at 2416 Jacaman Rd., Laredo, Texas 78041 . The Company will pay for the cost of the proxy material preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks or other nominees for forwarding proxy materials to street name holders. International Bancshares Corporation is referred to in this Proxy Statement as "we," "us," "our," or the "Company." It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by regular employees of the Company for no additional compensation. Any shareholder giving a proxy has the power to revoke it at any time prior to the voting of the proxy by giving notice in person or in writing to the Company's S

View Full Filing

View this DEF 14A filing on SEC EDGAR