' proposal to reincorporate in Texas from Delaware failed at its April 2026 annual meeting, winning about 45% shareholder support. About 18.2 million shares voted for the move, while more than 22 million voted against.
CEO Rob Holmes blames and , which recommended shareholders vote against the proposal.
The two firms argued that reincorporating in Texas would weaken shareholder rights. wrote that it would become substantially more difficult for shareholders to file a or to establish that a director or officer had violated .
On the bank's second-quarter earnings call, Holmes called the advisors and said
The bank's failure — despite other companies like passing their reincorporation proposals easily — shows that proxy advisor opposition can block a move even when the company's case is strong. The CEO's public attack on the advisors, combined with having had with them, suggests the bank may need a different strategy the second time.
Holmes said plans to try again, re-engaging with shareholders this year before bringing another proposal. Conversations with shareholders will determine whether the bank holds a special meeting or waits until next year's annual meeting.
The bank argues reincorporation would save $200,000 a year in Delaware , align its legal framework with its Texas-centric operations, and subject it to the new rather than Delaware courts.
Texas amended its corporate code in May 2025, the for publicly-traded Texas corporations and establishing the , which specializes in business disputes. The amendments also require shareholders to own a minimum number of shares for a minimum period to initiate litigation.
, , , and have already reincorporated in Texas. 's proposal passed with 71% support.
Byron Egan, a partner at in Dallas, called 's failure an , noting that other companies have had little trouble. Part of Texas's strategy is to attract public company stock listings on the , he said.
Holmes said has had no discussions with the proxy advisory firms, either before the vote or after.