---
schema_version: "secwatch.filing_event.v1"
accession: "0001564618-23-000095"
form_type: "8-K"
ticker: null
cik: "0001564618"
company_name: "Independent Bank Group, Inc."
filed_at: "2023-05-22T23:59:59+00:00"
generated_at: "2026-06-14T18:13:17.950998+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve board declassification at Independent Bank Group; directors elected

## Summary
- Shareholders approved amendment to phase out classified board over three years; annual election of all directors by 2025.
- Four Class I directors elected: Brooks, Froetscher, Holmes, Smith with 31.7M to 35.2M votes each.
- Advisory vote on executive compensation passed (32.1M for, 3.3M against).
- Ratification of RSM US LLP as independent auditor for 2023 approved (38.0M for).
- Charter amendment filed May 22, 2023; conforming bylaws adopted to reflect declassification and proxy rules.

## SEC filing metadata
- accession: 0001564618-23-000095
- form_type: 8-K
- cik: 0001564618
- company_name: Independent Bank Group, Inc.
- filed_at: 2023-05-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1564618/000156461823000095/0001564618-23-000095-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1564618/000156461823000095/ibtx-20230518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001564618-23-000095
- JSON: https://secwatch.observer/filing/0001564618-23-000095.json
- Plain text: https://secwatch.observer/filing/0001564618-23-000095.txt

## Key facts
- Governance Changes
  Independent Bank Group, Inc.: Amended bylaws to reflect declassification, update universal proxy rules, clarify special meeting mechanics, allow single inspector of election, and make other conforming changes (effective 2023-05-22).
  - Change: bylaw amendment
  - Effective: 2023-05-22
  source text: the Board approved the Sixth Amended and Restated Bylaws of the Company (the “Amended Bylaws”), which became effective upon the filing and effectiveness of the Charter Amendment on May 22, 2023, in order to, among other things: • Make conforming changes to reflect the phasing out of the classified structure of the Board; • Reflect the universal proxy rules promulgated by the U.S. Securities and Exchange Commission, including requiring a shareholder that provides notice of its intent to nominate an individual to the Board pursuant to those rules to comply with all requirements of those rules; • Enhance and clarify the procedural mechanics and disclosure requirements in connection with a shareholder’s ability to request a special meeting of shareholders; • Allow for the Company to appoint a single inspector of election at shareholder meetings; and • Make certain other technical, conforming or clarifying changes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000156461823000095/0001564618-23-000095-index.htm
- Governance Changes
  Independent Bank Group, Inc.: Charter amendment to phase out classified board structure over three years, providing for annual election of all directors beginning at 2025 annual meeting (effective 2023-05-22).
  - Change: charter amendment
  - Effective: 2023-05-22
  source text: The Charter Amendment eliminates the classification of the Board over a three-year period and provides for the annual election of all directors beginning at the 2025 Annual Meeting of Shareholders of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000156461823000095/0001564618-23-000095-index.htm
- Shareholder Votes
  Independent Bank Group, Inc. shareholders approved Approval of amendment to the Certificate of Formation to declassify the Board of Directors over a three-year period and provide for annual election of all directors beginning in 2025 at the 2023-05-18 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: On May 18, 2023, at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Independent Bank Group, Inc. (the “Company”), the full results of which are included in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation, as amended (the “Charter”), to provide for the phasing out of the classified structure of the Company’s Board of Directors (the “Board,” and such amendment, the “Charter Amendment”). The Charter Amendment eliminates the classification of the Board over a three-year period and provides for the annual election of all directors beginning at the 2025 Annual Meeting of Shareholders of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1564618/000156461823000095/0001564618-23-000095-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.