Hilltop Holdings say-on-pay fails; director W. Robert Nichols receives 60% withhold votes

Hilltop Holdings Inc.

Advisory vote on 2024 executive compensation failed: 21.1M for, 28.7M against (majority against).
All 13 director nominees elected; W. Robert Nichols had 20.1M for, 30.0M withheld (60% withheld).
Ratification of PwC as auditor approved: 38.8M for, 0.7M against, 16.6M abstain.
Gerald J. Ford resigned as Chairman Emeritus effective July 8, 2025, after ceasing as director April 24.
Vote dispute noted: 15.5M shares of Diamond A Financial L.P. contested; outcome unchanged for proposals 1 and 3.

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