Stellar Bancorp, Inc. Announces 2024 Annual Meeting of Shareholders
Ticker: STEL · Form: DEF 14A · Filed: Apr 29, 2024 · CIK: 1473844
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Director Election, Stellar Bancorp
TL;DR
<b>Stellar Bancorp, Inc. is holding its 2024 Annual Meeting of Shareholders on June 4, 2024, to elect directors and conduct other business.</b>
AI Summary
Stellar Bancorp, Inc. (STEL) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. The 2024 Annual Meeting of Shareholders for Stellar Bancorp, Inc. will be held on June 4, 2024, at 10:00 a.m. Central Time. The meeting will take place at 9 Greenway Plaza, Eighth Floor, Galveston Conference Room, Houston, Texas 77046. Shareholders will vote to elect five Class II directors to serve on the Board of Directors until the 2027 annual meeting. The proxy statement is filed under Schedule 14A, indicating it is a definitive proxy statement. The company is registered under SIC code 6021 for National Commercial Banks.
Why It Matters
For investors and stakeholders tracking Stellar Bancorp, Inc., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), which provides shareholders with information necessary to vote on matters presented at the annual meeting, including director elections. The election of directors is a critical governance function, allowing shareholders to influence the oversight and strategic direction of Stellar Bancorp, Inc.
Risk Assessment
Risk Level: low — Stellar Bancorp, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic changes that would inherently increase risk.
Analyst Insight
Review the director nominees and any proposals to be voted on to make an informed voting decision.
Key Numbers
- 5 — Directors to be elected (Number of Class II directors to be elected to the Board.)
- 2027 — Director Term End (Year until which the elected directors will serve.)
- 10:00 a.m. — Meeting Time (Time the 2024 Annual Meeting of Shareholders will commence.)
- 20240604 — Meeting Date (Conformed period of report for the annual meeting.)
Key Players & Entities
- Stellar Bancorp, Inc. (company) — Registrant and filer of the proxy statement.
- Steven F. Retzloff (person) — Chairman of the Board of Stellar Bancorp, Inc.
- June 4, 2024 (date) — Date of the 2024 Annual Meeting of Shareholders.
- 9 Greenway Plaza, Suite 110, Houston, Texas 77046 (location) — Business and mailing address for Stellar Bancorp, Inc.
- Class II directors (other) — Type of directors to be elected at the meeting.
FAQ
When did Stellar Bancorp, Inc. file this DEF 14A?
Stellar Bancorp, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Stellar Bancorp, Inc. (STEL).
Where can I read the original DEF 14A filing from Stellar Bancorp, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Stellar Bancorp, Inc..
What are the key takeaways from Stellar Bancorp, Inc.'s DEF 14A?
Stellar Bancorp, Inc. filed this DEF 14A on April 29, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for Stellar Bancorp, Inc. will be held on June 4, 2024, at 10:00 a.m. Central Time.. The meeting will take place at 9 Greenway Plaza, Eighth Floor, Galveston Conference Room, Houston, Texas 77046.. Shareholders will vote to elect five Class II directors to serve on the Board of Directors until the 2027 annual meeting..
Is Stellar Bancorp, Inc. a risky investment based on this filing?
Based on this DEF 14A, Stellar Bancorp, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic changes that would inherently increase risk.
What should investors do after reading Stellar Bancorp, Inc.'s DEF 14A?
Review the director nominees and any proposals to be voted on to make an informed voting decision. The overall sentiment from this filing is neutral.
How does Stellar Bancorp, Inc. compare to its industry peers?
Stellar Bancorp, Inc. operates within the National Commercial Banks industry (SIC 6021). This filing pertains to corporate governance and shareholder voting procedures typical for publicly traded companies in this sector.
Are there regulatory concerns for Stellar Bancorp, Inc.?
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, which govern the solicitation of proxies from shareholders.
Risk Factors
- Filing Requirements [low — regulatory]: The filing is a definitive proxy statement (DEF 14A) under Schedule 14A, requiring adherence to SEC regulations for shareholder communications.
Industry Context
Stellar Bancorp, Inc. operates within the National Commercial Banks industry (SIC 6021). This filing pertains to corporate governance and shareholder voting procedures typical for publicly traded companies in this sector.
Regulatory Implications
The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A, which govern the solicitation of proxies from shareholders.
What Investors Should Do
- Review the proxy materials for details on director nominees and any proposals.
- Vote your shares by proxy or in person at the annual meeting.
- Ensure your contact information is up-to-date with the company's transfer agent for future communications.
Key Dates
- 2024-06-04: 2024 Annual Meeting of Shareholders — Election of directors and other shareholder matters.
- 2024-04-29: Filing Date — Date the definitive proxy statement was filed with the SEC.
Year-Over-Year Comparison
This is a DEF 14A filing for the 2024 annual meeting, following previous filings related to corporate actions and financial reporting.
Filing Stats: 4,867 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2024-04-29 17:29:41
Key Financial Figures
- $0.01 — g shares of our common stock, par value $0.01 per share (the "common stock"). The B
Filing Documents
- tm2312975d2_def14a.htm (DEF 14A) — 1206KB
- bc_gaapearning-4c.jpg (GRAPHIC) — 72KB
- bc_netincome-4c.jpg (GRAPHIC) — 70KB
- bc_tsr-4c.jpg (GRAPHIC) — 73KB
- ic_chairperson-bw.jpg (GRAPHIC) — 2KB
- lg_stellarbancorpinc-pn.jpg (GRAPHIC) — 285KB
- px_24stellerproxy01pg01-4c.jpg (GRAPHIC) — 403KB
- px_24stellerproxy01pg02-4c.jpg (GRAPHIC) — 299KB
- sg_stevenfretzloff-bw.jpg (GRAPHIC) — 9KB
- 0001104659-24-054214.txt ( ) — 4830KB
- stel-20231231.xsd (EX-101.SCH) — 9KB
- stel-20231231_def.xml (EX-101.DEF) — 6KB
- stel-20231231_lab.xml (EX-101.LAB) — 32KB
- stel-20231231_pre.xml (EX-101.PRE) — 5KB
- tm2312975d2_def14a_htm.xml (XML) — 112KB
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION AND OTHER MATTERS 27 Compensation Discussion and Analysis 27 Executive Summary 27 Compensation Program, Philosophy and Objectives 27 Shareholders Engagement and Say-on-Pay 28 Compensation Overview 28 Compensation Practices 29 Review of Peer Group Data 30 2023 Compensation Decisions 31 Long-Term Equity Incentive Compensation 33 Employment Agreements 34 Stellar Bancorp, Inc. Change in Control Severance Plan 38 Retirement Benefits 39 Clawback Policy 39 i TABLE OF CONTENTS Prohibition on Hedging and Restrictions on Pledging 39 Risk Management Considerations 39 Compensation Committee Report 40
EXECUTIVE COMPENSATION PAYMENTS AND AWARDS
EXECUTIVE COMPENSATION PAYMENTS AND AWARDS 41 Summary Compensation Table 41 Grants of Plan-Based Awards for 2023 43 Outstanding Equity Awards at Fiscal Year End 44 Stock Vested 45 2022 Omnibus Incentive Plan 45 Potential Payments upon Termination or Change of Control 45 PAY VERSUS PERFORMANCE TABLE 49 Relationships Between Compensation Actually Paid and Financial Performance Measures 51 CEO PAY RATIO 54 Methodology 54 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 55 BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY 56 Delinquent Section 16(a) Reports 58 AUDIT COMMITTEE REPORT 59 PROPOSAL 2. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") 60 PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 62 ANNUAL REPORT ON FORM 10-K 62 OTHER MATTERS 62 ii TABLE OF CONTENTS 9 Greenway Plaza, Suite 110 Houston, Texas 77046 PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2024 Unless the context otherwise requires, references in this proxy statement to "we," "us," "our," "our Company," the "Company" or "Stellar" refer to Stellar Bancorp, Inc., a Texas corporation, and its consolidated subsidiary as a whole; references to the "Bank" refer to Stellar Bank, a wholly-owned subsidiary of Stellar Bancorp, Inc. In addition, unless the context otherwise requires, references to "shareholders" are to the holders of outstanding shares of our common stock, par value $0.01 per share (the "common stock"). The Board of Directors of Stellar Bancorp, Inc. (the "Board") is soliciting proxies to be used at the 2024 annual meeting of shareholders of the Company to be held at 9 Greenway Plaza, Eighth Floor— Galveston Conference Room, Houston, Texas 77046, on Tuesd