UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 19, 2014
VIEWPOINT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-34737 | | 27-2176993 |
(State or other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
1309 W. 15th Street, Plano, Texas | | | | 75075 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 578-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
ViewPoint Financial Group, Inc. (“the Registrant”) held its annual meeting of shareholders on May 19, 2014. Holders of record of the Registrant's common stock at the close of business on March 28, 2014, were entitled to vote on three proposals at the annual meeting. The final voting results of each proposal are set forth below.
Proposal 1 - Election of Directors
The election of James Brian McCall and Karen H. O'Shea as directors of the Registrant for a term to expire in the year 2017
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| James Brian McCall | Karen H. O'Shea |
For | 34,745,243 | 34,271,895 |
Withheld | 189,638 | 662,986 |
Broker Non-Votes | 2,152,875 | 2,152,875 |
Proposal 2 - Shareholder Advisory Vote as to the Compensation of the Registrant's Executives
Non-binding advisory vote on executive compensation
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For | 16,578,337 |
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Against | 18,076,011 |
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Abstain | 280,532 |
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Broker Non-Votes | 2,152,876 |
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Proposal 3 - Ratification of Independent Registered Public Accounting Firm
Ratification of the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the fiscal year ending December 31, 2014
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For | 36,889,099 |
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Against | 106,781 |
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Abstain | 91,876 |
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On May 20, 2014, the Registrant issued a press release announcing that LegacyTexas Group, Inc.'s shareholders approved the merger agreement by and between the Registrant and LegacyTexas Group, Inc. The press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.
In connection with the proposed merger between the Registrant and LegacyTexas Group, Inc. (“LegacyTexas”), the Registrant has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, THE REGISTRANT AND THE PROPOSED TRANSACTION. Copies of these documents may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by the Registrant are available free of charge by accessing the Registrant’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.
On May 20, 2014, the Registrant issued a press release announcing that, following its annual meeting of shareholders held on May 19, 2014, the Registrant's Board of Directors appointed Anthony J. LeVecchio to serve as Chairman of the Board following the retirement of its chairman, James B. McCarley. The press release also announced the retirement of board member V. Keith Sockwell. The press release is attached to this report as Exhibit 99.2, which is incorporated herein by reference.
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ITEM 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit 99.1 | Press release announcing LegacyTexas Group, Inc. shareholder merger approval dated May 20, 2014 |
Exhibit 99.2 | Press release announcing new Chairman of the Board and retirement of directors dated May 20, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | VIEWPOINT FINANCIAL GROUP, INC. |
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Date: | May 21, 2014 | By: | /s/ Kari J. Anderson |
| | | Kari J. Anderson, Chief Accounting Officer and Interim Principal Financial Officer |
EXHIBIT INDEX
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Exhibit No. | Description |
Exhibit 99.1 | Press release announcing LegacyTexas Group, Inc. shareholder merger approval dated May 20, 2014 |
Exhibit 99.2 | Press release announcing new Chairman of the Board and retirement of directors dated May 20, 2014 |
FOR IMMEDIATE RELEASE
May 20, 2014
Contact: Investor Inquiries:
Casey Farrell, ViewPoint Financial Group, Inc.
972-801-5871/shareholderrelations@viewpointfinancialgroup.com
Media Inquiries:
Mary Rische, ViewPoint Bank
972-509-2020 Ex. 7331/mary.rische@viewpointbank.com
LegacyTexas Group, Inc.'s Shareholders Overwhelmingly Approve Merger Agreement with ViewPoint Financial Group, Inc.
PLANO, Texas, May 20, 2014 -- ViewPoint Financial Group, Inc. ("ViewPoint") (NASDAQ: VPFG) and LegacyTexas Group, Inc. ("LegacyTexas") announced today that on May 19, 2014, LegacyTexas’ shareholders overwhelmingly approved the merger agreement by and between ViewPoint and LegacyTexas.
The merger is subject to regulatory approvals and customary closing conditions.
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.
About LegacyTexas Group, Inc.
LegacyTexas Group, Inc. is the holding company for LegacyTexas Bank, headquartered in Plano, Texas. LegacyTexas Bank operates 20 branches in the Dallas/Fort Worth metropolitan area. Additionally, LegacyTexas Bank operates insurance and title company businesses. For more information, please visit www.legacytexasbank.com.
When used in filings by ViewPoint Financial Group, Inc. (“ViewPoint”) with the Securities and Exchange Commission (the “SEC”) in ViewPoint’s press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other things: the expected cost savings, synergies and other financial benefits from the ViewPoint-LegacyTexas merger (the “Merger”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals might not be obtained or other conditions to completion of the merger set forth in the merger agreement might not be satisfied or waived; changes in economic conditions; legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; ViewPoint’s ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in ViewPoint’s market area; the industry-wide decline in mortgage production; competition; changes in management’s business strategies and other factors set forth in ViewPoint’s filings with the SEC.
ViewPoint does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ViewPoint has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE MERGER. Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint are available free of charge by accessing ViewPoint’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.
FOR IMMEDIATE RELEASE
May 20, 2014
Contact: Investor Inquiries:
Casey Farrell, ViewPoint Financial Group, Inc.
972-801-5871/shareholderrelations@viewpointfinancialgroup.com
Media Inquiries:
Mary Rische, ViewPoint Bank
972-509-2020 Ex. 7331/mary.rische@viewpointbank.com
ViewPoint Financial Group, Inc. Elects Tony LeVecchio Chairman of the Board;
Longtime Chairman James McCarley, Board Member Keith Sockwell Retire
PLANO, Texas, May 20, 2014 -- ViewPoint Financial Group, Inc. ("ViewPoint") (NASDAQ:VPFG), the holding company for ViewPoint Bank, N.A., today announced that, following its annual meeting of shareholders held on May 19, 2014, ViewPoint's Board of Directors appointed Tony LeVecchio to serve as Chairman of the Board following the retirement of its chairman of 15 years, James McCarley. McCarley has served on the Board of ViewPoint and its predecessor entity since 1992 and has served as Chairman of the Board since 1999. Also retiring was board member Keith Sockwell, who joined the board of ViewPoint and its predecessor entity in 1987.
“Tony’s broad experience in finance and service on the boards of public companies has significantly contributed to our efforts since he joined the board in 2006,” said ViewPoint President and Chief Executive Officer Kevin Hanigan. “We look forward to him serving as our new chairman.”
Prior to his appointment as Chairman of the Board, LeVecchio served as Vice Chairman of the Board and currently serves as Chairman of ViewPoint's Audit Committee. He is President and Principal of The James Group, Inc., a Plano-based consulting group that focuses on providing executive support to businesses throughout the country. Prior to founding The James Group, LeVecchio was Senior Vice President and Chief Financial Officer of VHA Southwest Inc, a regional health care system of non-profit hospitals in Texas.
“Thank you to James and Keith for their valuable contributions to the company over the years,” said Hanigan. “During their leadership, ViewPoint went from a four-branch, $176 million credit union to a $3.6 billion publicly traded company with 31 locations in 17 North Texas cities. It was a pleasure to work with these highly experienced leaders, and we wish them all the best in their retirement.”
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.
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