SOUTHSIDE BANCSHARES INC
For the period ended May 15, 2024. Filed Mar 27, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Mar 27, 2024
SBSI$34.08-0.8%Stored close · as of Nov 6, 2026
Contents
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant | x |
|---|
| Filed by a Party other than the Registrant | ¨ |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Sec.240.14a-12 |
SOUTHSIDE BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | i | |
|---|---|---|
| PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS | 1 | |
| VOTING OF PROXY | 1 | |
| REVOCABILITY OF PROXY | 2 | |
| PERSONS MAKING THE SOLICITATION | 2 | |
| RECORD DATE AND OUTSTANDING SHARES | 2 | |
| QUORUM, VOTING RIGHTS AND PROCEDURES | 2 | |
| EFFECT OF WITHHOLD VOTES, ABSTENTIONS AND BROKER NON-VOTES | 3 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 | |
| INFORMATION ABOUT OUR DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS | 4 | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | 9 | |
| CORPORATE GOVERNANCE | 13 | |
| BOARD COMMITTEES | 15 | |
| DIRECTOR COMPENSATION | 19 | |
| 2023 Director Compensation Table | 20 | |
| DIRECTOR STOCK OWNERSHIP POLICY | 21 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 22 | |
| COMPENSATION COMMITTEE REPORT | 24 | |
| COMPENSATION DISCUSSION AND ANALYSIS | 24 | |
| EXECUTIVE COMPENSATION | 31 | |
| Summary Compensation Table | 31 | |
| 2023 All Other Compensation Table | 32 | |
| 2023 Grants of Plan-Based Awards | 33 | |
| Outstanding Equity Awards at 2023 Fiscal Year End | 34 | |
| 2023 Option Exercises and Stock Vested | 35 | |
| 2023 Pension Benefits | 36 | |
| Potential Payments Upon Termination or Change in Control | 38 | |
| Equity Compensation Plan Information | 42 | |
| PAY VERSUS PERFORMANCE | 43 | |
| Pay Versus Performance Table | 43 | |
| Compensation Actually Paid Table | 43 | |
| PROPOSAL 2 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 46 | |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 46 | |
| TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES | 47 | |
| DELINQUENT SECTION 16(a) REPORTS | 48 | |
| AUDIT COMMITTEE REPORT | 49 | |
| INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM | 50 | |
| PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM | 50 | |
| SHAREHOLDER PROPOSALS | 51 | |
| HOUSEHOLDING | 51 | |
| GENERAL | 51 | |
| APPENDIX A | ||
| PROXY CARD | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.