Prosperity Bancshares, Inc. Files Definitive Proxy Statement

TL;DR

<b>Prosperity Bancshares, Inc. filed its definitive proxy statement detailing executive compensation for the 2023 fiscal year.</b>

AI Summary

PROSPERITY BANCSHARES INC (PB) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Prosperity Bancshares, Inc. filed a DEF 14A form on March 14, 2024. The filing pertains to the fiscal year ending December 31, 2023. Key executive compensation data for PEO and Non-PEO members is detailed. Specific compensation components like salary, bonus, and equity awards are itemized. The filing includes information on the change in value of prior years' awards.

Why It Matters

For investors and stakeholders tracking PROSPERITY BANCSHARES INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, enabling informed voting decisions. Understanding the compensation details, including salary, bonuses, and equity awards, is vital for assessing management's alignment with shareholder interests.

Risk Assessment

Risk Level: low — PROSPERITY BANCSHARES INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure on executive compensation and corporate governance, with no immediate red flags.

Analyst Insight

Review the executive compensation details to understand pay-for-performance alignment and potential changes in compensation structure.

Executive Compensation

Key Numbers

• 2023 — Fiscal Year End (Reported fiscal year)
• 2024-03-14 — Filing Date (Date the DEF 14A was filed)

Key Players & Entities

• PROSPERITY BANCSHARES INC (company) — Filer name
• 0000950170-24-031135 (other) — Accession number
• 20240314 (date) — Filing date
• 20240416 (date) — Period of report
• 77027 (other) — Business ZIP code
• 7136939300 (other) — Business phone
• 6022 (other) — Standard Industrial Classification

FAQ

Industry Context

Prosperity Bancshares, Inc. operates as a bank holding company. This filing is a routine proxy statement related to corporate governance and executive compensation.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for publicly traded companies to provide shareholders with information for voting at annual meetings.

What Investors Should Do

1. Analyze the compensation breakdown for named executive officers.
2. Compare executive compensation trends from previous years.
3. Evaluate the equity award components and vesting schedules.

Key Dates

• 2024-03-14: Filing Date — Definitive Proxy Statement filed
• 2024-04-16: Period of Report — The period for which the filing provides information

Year-Over-Year Comparison

This is the initial DEF 14A filing for the 2024 proxy season, providing updated executive compensation details for the 2023 fiscal year.

Key Financial Figures

• $1.00 — ancshares, Inc. common stock, par value $1.00 per share ("Common Stock"). This Prox

Filing Documents

• pb-20240312.htm (DEF 14A) — 1175KB
• img94278111_0.jpg (GRAPHIC) — 83KB
• img94278111_1.jpg (GRAPHIC) — 32KB
• img94278111_2.jpg (GRAPHIC) — 83KB
• img94278111_3.jpg (GRAPHIC) — 1754KB
• img94278111_4.jpg (GRAPHIC) — 566KB
• img94278111_5.jpg (GRAPHIC) — 542KB
• img94278111_6.jpg (GRAPHIC) — 603KB
• img94278111_7.jpg (GRAPHIC) — 471KB
• img94278111_8.jpg (GRAPHIC) — 32KB
• img94278111_9.jpg (GRAPHIC) — 2261KB
• img94278111_10.jpg (GRAPHIC) — 1705KB
• 0000950170-24-031135.txt (&nbsp;) — 21171KB
• pb-20240312.xsd (EX-101.SCH) — 47KB
• pb-20240312_htm.xml (XML) — 469KB

ELECTION OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS 7 Election Procedures; Term of Office 7 Skills Matrix 8 Nominees for Election 9 CONTINUING DIRECTORS AND EXECUTIVE OFFICERS 11 Executive Officers of the Company 13 CORPORATE GOVERNANCE 15 Board Leadership Structure 15 Meetings of the Board 15 Executive Sessions of the Board 15 Board Oversight of Risk Management 15 Committees of the Board 16 Governance Features and Enhancements 18 Director Nominations Process 19 Communications with Directors 21 Director Attendance at Annual Meeting 21 Code of Ethics 21 Director Independence 21 Environmental and Social Practices 22 DIRECTOR COMPENSATION 24

EXECUTIVE COMPENSATION AND OTHER MATTERS

EXECUTIVE COMPENSATION AND OTHER MATTERS 26 Compensation Discussion and Analysis 26 Board Compensation Committee Report on Executive Compensation 32 Summary Compensation Table 33 Grants of Plan-Based Awards 35 Outstanding Equity Awards 36 Stock Vested 37 Potential Payments upon Termination or Change in Control 37 CEO Pay Ratio Disclosure 41 Compensation Committee Interlocks and Insider Participation 41 Pay versus Performance 42 AUDIT COMMITTEE REPORT 46 FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 47 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 48 BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT OF THE COMPANY AND PRINCIPAL SHAREHOLDERS 49

PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 51

ADVISORY VOTE ON EXECUTIVE COMPENSATION

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION 52 DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 53 COSTS OF PROXY SOLICITATION 54 ANNUAL REPORT ON FORM 10-K 54 OTHER MATTERS 54 i Prosperity Bank Plaza 4295 San Felipe Houston, Texas 77027 PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 16, 2024 Unless the context otherwise requires, references in this Proxy Statement to "we," "us," "our," "our company," "the Company" or "Prosperity" refer to Prosperity Bancshares, Inc., a Texas corporation, and its consolidated subsidiaries as a whole; references to the "Bank" refer to Prosperity Bank (a wholly-owned subsidiary of Prosperity Bancshares, Inc.). In addition, unless the context otherwise requires, references to "shareholders" are to the holders of our voting securities, which consist of Prosperity Bancshares, Inc. common stock, par value $1.00 per share ("Common Stock"). This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") for use at the 2024 Annual Meeting of Shareholders of the Company to be held at the East Lawn Board Room of Prosperity Bank at 80 Sugar Creek Center Boulevard, Sugar Land, Texas, on Tuesday, April 16, 2024, beginning at 10:00 a.m. (local time), and any adjournments thereof (the "Meeting") for the purposes set forth in this Proxy Statement and the accompanying Notice of 2024 Annual Meeting of Shareholders (the "Notice of Meeting"). This Proxy Statement, the Notice of Meeting and the enclosed proxy will first be sent to shareholders on or about March 14, 2024. IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 16, 2024 Pursuant to rules promulgated by the Securities and Exchange Commission ("SEC"), the Company is providing access to its proxy materials both by sending you this full set

— FOR the election of each nominee for director;

Item 1— FOR the election of each nominee for director;

— FOR the ratification of the appointment of Deloitte & Touche LLP; and

Item 2— FOR the ratification of the appointment of Deloitte & Touche LLP; and

— FOR the advisory, non-binding Say-On-Pay resolution

Item 3— FOR the advisory, non-binding Say-On-Pay resolution. What if I do not specify how I want my shares voted? If you are a record holder who submits a proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:

— FOR the election of each nominee for director;

Item 1— FOR the election of each nominee for director;

— FOR the ratification of the appointment of Deloitte & Touche LLP; and

Item 2— FOR the ratification of the appointment of Deloitte & Touche LLP; and

— FOR the advisory, non-binding Say-On-Pay resolution

Item 3— FOR the advisory, non-binding Say-On-Pay resolution. If you are a "street name" holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that the nominee will have discretion to vote on the ratification of Deloitte & Touche LLP (Item 2). Can I change my vote? Yes. If you are a record holder, you may revoke your proxy at any time before it is voted at the Meeting by any of the following means: attending the Meeting and voting your shares by ballot; o Please note that your attendance at the Meeting will not, by itself, revoke a proxy; you must also vote your shares by ballot at the Meeting. completing and submitting to the Secretary of the Company a new valid proxy prior to the Meeting bearing a later date; 4 delivering written notice of revocation to the Company addressed to denise Urbanovsky, Secretary, at the Company's address below, which notice must be received before 5:00 p.m., Houston Time, on April 15, 2024; or by logging on to the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so, and following the instructions on the proxy card. All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027, Attention: denise Urbanovsky, Secretary. If you are a "street name" holder, contact your bank, broker or other nominee so that they can provide instructions explaining how you may change or revoke your voting instructions. What percentage of the vote is required to elect each director nominee? Assuming the presence of a quorum, the five Class II director nominees who receive the most votes from the holders of the shares of our Common Stock

View Full Filing

View this DEF 14A filing on SEC EDGAR