PB Prosperity Bancshares Inc - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 21, 2026, Prosperity Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Holders of 85,570,607 shares of the Company’s outstanding common stock (“Common Stock”), representing 84.32% of the shares entitled to vote as of the record date for the Annual Meeting, participated in person or by proxy.

The matters voted on at the Annual Meeting were:

1.

Election of Directors.

Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr. and Harrison Stafford II were elected as Class I directors to serve on the Board of Directors of the Company (the “Board”) until the Company’s 2029 Annual Meeting of Shareholders, and each until their successors are duly elected and qualified, or until their earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:

Votes For

Votes Withheld

Broker Non-Votes

Kevin J. Hanigan

77,512,078

2,125,231

5,933,292

William T. Luedke IV

67,172,238

12,465,071

5,933,292

Perry Mueller, Jr.

69,906,269

9,731,027

5,933,292

Harrison Stafford II

76,661,553

2,975,756

5,933,292

The following Class II and Class III directors continued in office after the Annual Meeting: James A. Bouligny, W. R. Collier, Dr. Laura Murillo, Robert Steelhammer, H. E. Timanus, Jr., Ileana Blanco, Leah Henderson, Ned S. Holmes, Jack Lord and David Zalman.

2.

Proposal to Ratify Appointment of Independent Registered Public Accounting Firm.

The shareholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes set forth in the table below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

84,047,627

1,459,152

63,821

0

3.

Advisory Vote on Executive Compensation.

The shareholders adopted, on a non-binding, advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

76,849,592

2,217,419

570,297

5,933,292