HILLTOP HOLDINGS INC. FY 2026 Earnings Call

NYSE:HTH · Jul 23, 03:00 PM

Morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders of Hilltop Holdings Inc. I am Jeremy Ford, President, Chief Executive Officer, and Chairman of the Board of the company. Thank you for joining us today. We are excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. Please note that this meeting is being recorded. No one attending via the webcast or telephone is permitted to use any audio recording devices. At this time, I call the meeting to order. There are three items of business on today's agenda: the election of directors, a non-binding advisory vote to approve executive compensation, and the ratification of the appointment of the company's independent registered public accounting firm. I will act as chairman of this meeting. Corey Prestidge, Secretary of the company, will act as secretary of this meeting.

Directors, officers, and other invited guests of the company also are attending via telephone. The board of directors and I also have appointed Corey Prestidge, the company's General Counsel and Executive Vice President, to act as Inspector of Elections for this meeting. Mr. Prestidge has previously taken an oath as Inspector of Elections. Many stockholders have already submitted their proxies. Any stockholder that has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. The board of directors set April 27, 2026, as the date of record for this stockholders meeting. We have a list of stockholders as of that date.

A duplicate list has been on file at the principal place of business of the company for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder. The Secretary will present the affidavit of distribution of the annual meeting materials and report on the existence of a quorum for the meeting.

Mr. Chairman, I present the affidavit of distribution of Broadridge Financial Solutions, which states that the annual meeting materials were mailed commencing on May 29, 2026, which is in accordance with the bylaws of the company. In addition, I have been advised by the Inspector of Elections that at least a majority of the company's issued and outstanding shares, entitled to vote, is represented in person or by proxy at today's meeting. Since a majority of the company's shares is represented here today, the quorum is present, the meeting is duly constituted, and the business of the meeting may proceed.

Thank you, Mr. Prestidge. The report of the Secretary on the existence of a quorum is accepted. I direct the affidavit of distribution be made part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called. The first item of business today is the election of directors. 13 directors shall be elected at today's meeting. Those 13 nominees receiving the highest number of votes of shares present in person or by proxy at this meeting will be elected as directors. The directors elected today will hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. As indicated in the company's proxy statement, the board of directors has nominated the following persons: Rhodes Bobbitt, Dana Bober, J.

Taylor Crandall, Hill Feinberg, Jeremy Ford, Stephen Haworth, Lee Lewis, Robert Nichols, Tom Nichols, Kenneth Russell, Jonathan Sobel, Robert Taylor, and Carl Webb. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate a person as a director. No such notice was received. Accordingly, I declare the nominees for directors closed. The second matter being submitted to stockholders is a non-binding advisory vote on the following resolution regarding the compensation of named executive officers, which is commonly known as a say on pay proposal. Now, therefore, be it resolved that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers of the company, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables, and the narrative discussion related thereto.

The affirmative vote of a majority of the votes cast on the matter is required to approve, on an advisory basis, executive compensation. The Compensation Committee of the Board of Directors will review the results of this matter and will take the results into account in making future determinations concerning executive compensation. The final matter being submitted to vote for the stockholders for action is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The affirmative vote of a majority of the votes cast on the matter is required to ratify the appointment of PricewaterhouseCoopers LLP. Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open at 10:07 A.M. today, July 23, 2026.

Any stockholder that has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. I declare the polls for each matter voted upon at this meeting closed at 10:08 A.M. today, July 23, 2026. At this time, I would like to introduce Kevin Brasch with PricewaterhouseCoopers LLP. I have been advised by the Inspector of Elections that the following 13 persons have received the highest number of votes for election as directors: Rhodes Bobbitt, Dana Bober, J. Crandall, Hill Feinberg, myself, Stephen Haworth, Lee Lewis, Robert Nichols, Tom Nichols, Kenneth Russell, Jonathan Sobel, Robert Taylor, and Carl Webb.

Accordingly, each of such person has been elected as a director of the company to serve for the term expiring on the date of the company's 2027 annual meeting or until his or her successor has been duly elected and qualified. I've been further advised by the Inspector of Elections that a majority of the shares present at the meeting, in person or by proxy, voted in favor of the resolution approving the compensation of the company's named executive officers and in favor of the ratification of the appointment of PricewaterhouseCoopers, LLP to act as the company's independent registered public accounting firm. The Inspector of Elections will furnish to the Secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting.

I want to thank all of you for attending today's meeting and for your continued support of Hilltop Holdings, Inc. This meeting is adjourned.

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