Thank you for joining the 2026 annual meeting of the shareholders for South Plains Financial Incorporated. I would like to welcome Cory Newsom, President of South Plains Financial and CEO and President of City Bank.
Good afternoon. On behalf of the South Plains Financial team, it is my pleasure and honor to welcome our shareholders, employees, and invited guests to the 2026 annual meeting of the shareholders of South Plains Financial, Inc. Before we begin the business portion of the annual meeting today, I'd like to share a few thoughts about the past year and what we see ahead for the company. As we highlighted in our 2025 annual shareholder report, the company delivered a strong performance while facing certain economic headwinds. We achieved healthy deposit and organic loan growth while maintaining conservative credit standards. Our credit quality remained robust, demonstrated by decline in non-performing assets to total assets and a strong allowance for credit losses.
Taken together, this clearly underscores the strength of our company's brand and the deep customer relationships that we've built over the many years we've focused on creating long-term value. We also completed our merger with BOH Holdings and its subsidiary, The Bank of Houston, on April 1st, and we're pleased to officially welcome the BOH team to City Bank. We've spent a significant amount of time on integration to ensure that our new employees are welcomed into the bank and positioned for success. We're very excited to see what the combined team can do in a fast-growing Texas market. While we have ample room to grow the bank both organically and through accretive acquisitions, we also remain committed to returning a steady stream of income to our shareholders through our quarterly cash dividend.
In 2025, we paid $0.62 per share of common dividends, which was a 10% increase over the $0.56 per share paid in 2024. We also have a share repurchase program in place. To conclude, I would like to thank our employees for their efforts and commitment to both the bank and our customers. Our continued success would not be possible without our dedication and hard work. They are our greatest assets. As stewards of the South Plains culture, they uphold our core principles of faith, family, and fun and keep us at the forefront of our industry. I'd also like to thank you, our shareholders, for your continued support. I truly believe that the future is bright for South Plains and all of our stakeholders.
Now I would like to turn the meeting over to Curtis Griffith, Chairman and CEO of South Plains Financial, Inc., Chairman of City Bank, and Chairman of this meeting.
Thank you, Cory. Good afternoon, everyone. I'm also proud of our results, which clearly demonstrate that the bank is doing very well as we've delivered steady margin expansion, our credit quality remains very strong, and we are successfully executing on our strategic growth initiatives to enhance our earnings. Looking ahead, the combination of our organic momentum, strategic M&A activity, including the completed acquisition of BOH Holdings Incorporated, and our unwavering commitment to our mission and values positions us well to deliver long-term value to our shareholders and stakeholders. I would now like to recognize each of your directors and then make some brief remarks about our board of directors. First, the members of our current board are Curtis C. Griffith, Cory T. Newsom, Richard D. Campbell, James D. Stein, Noe G. Valles, Kyle R. Wargo, and LaDana R. Washburn.
Cory and I want to thank our fellow directors for their dedicated leadership, engagement, oversight, wisdom, and for setting an inspiring level of accountability and excellence for our South Plains Financial team to follow. Our directors have truly set the culture and tone that has inspired our long-term success. I would also like to welcome our newest director, James D. Stein, who joins as a director following our acquisition of BOH Holdings Incorporated effective on April 1, 2026. I'm excited to have Jim join us and look forward to his contributions. I also want to recognize several advisors to our board who are joining us by remote communication. They are Heather Eastep of Hunton Andrews Kurth, our outside legal counsel, Gordon Dobner of Forvis Mazars, the company's independent registered public accounting firm, and Sandy Shaner of Broadridge Corporate Issuer Solutions, your company's transfer agent.
I would like to thank these individuals for their contributions to South Plains Financial. Moving on to the business portion of the annual meeting, I will now ask that the meeting please come to order. Our board set March 19, 2026 as the record date for voting at this annual meeting. Only persons who were shareholders of South Plains Financial on that date are eligible to vote. The proxy statement for this annual meeting was filed with the U.S. Securities and Exchange Commission on April 6, 2026. On or about April 6, 2026, the company caused to be mailed to each shareholder a notice of this meeting along with the proxy statement and proxy card.
Your board of directors has designated Mikella Newsom, the Secretary of the company, to act as secretary of the annual meeting and report on the results of our votes, which have been tabulated by Broadridge Corporate Issuer Solutions, our transfer agent. You will hear from Mrs. Newsom in a moment. In addition, your board of directors has designated Steven Crockett, the Chief Financial Officer of the company, to act as the inspector of voting. In order to ensure the orderly and businesslike progression of the meeting, I would ask that you please follow the rules of conduct for this meeting, which are available on the virtual meeting platform.
As previously disclosed, shareholders will be permitted to submit written questions just as if you were attending a physical meeting. Shareholders may submit written questions during this annual meeting by logging on to the virtual meeting platform with your 16-digit control number provided on your proxy card and typing your question in the Ask a Question box. You must log in to the virtual meeting platform with your 16-digit control number in order to ask questions during the annual meeting. Pursuant to the rules of conduct for this meeting, each shareholder will be limited to no more than one question. We will try to answer all questions pertinent to the business of the annual meeting, subject to time constraints.
I would ask that shareholders who are present by means of remote communication and who have not delivered a proxy and who would like to vote to do so by voting electronically during this meeting. If you logged in to the virtual meeting platform with your 16-digit control number today, you can vote by clicking on the Vote Here box to cast your vote. I would like to emphasize that if you have already voted, there is no need to vote now. I would like to ask Mrs. Mikella Newsom, as Secretary of the annual meeting, to report on whether a quorum is present.
I have been advised by our transfer agent that there are present by means of remote communication or by proxy at this meeting the holders of at least 14,766,189 shares or 90.35% of the total number of outstanding shares of the company entitled to vote at this meeting. As such, I can confirm that a quorum is present at this meeting for all purposes in accordance with the company's third amended and restated bylaws.
Thank you, Mikella. Because proper notice has been given and a quorum is present, this meeting has been properly convened. The 2025 Annual Meeting of Shareholders was held on May 20th, 2025. A copy of the minutes from that annual meeting is available on the virtual meeting platform. I would like to ask for a motion to waive the reading of the minutes of the 2025 Annual Meeting of Shareholders. Moved.
Second.
Is there any discussion? If no discussion, is there anyone opposed to the motion? Hearing no opposition, the motion is carried. We have three proposals on the agenda today. Information concerning these three proposals was contained in our proxy statement furnished in connection with this meeting. The first proposal is to elect two Class One directors, each for a three-year term, to hold office until the 2029 Annual Meeting of Shareholders or each until their respective successor or successors are duly elected and qualified, or until their earlier death, resignation, or removal from office. The board of directors has nominated for election the following persons: Richard D. Campbell and LaDana R. Washburn. No other nominations of candidates for election to the board of directors have been submitted in accordance with the procedures required under our bylaws.
The second proposal is to ratify our Audit Committee's appointment of Forvis Mazars, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third proposal is to conduct a non-binding advisory vote to approve the compensation of our named executive officers. This is also called the say on pay proposal. I would like to ask for a motion to vote for the approval of the three proposals to be considered at this annual meeting. So moved.
Second.
If you have not voted and wish to do so, please vote now. If you have submitted a proxy, you do not need to submit another vote. We will now address any questions from shareholders solely related to the business to be conducted at the annual meeting.
We do not have any questions, Curtis.
No questions have been received that pertain to the business conducted at the annual meeting. This concludes the question and answer portion of the meeting. I now declare the polls closed. It appears that the votes for the proposals have been tabulated. I would like to ask Mikella Newsom, as Secretary of the annual meeting, to report the preliminary results of the first vote.
I have been advised by our transfer agent that a preliminary tabulation has been completed, and I can report at this time that of the 11,600,467 shares voted by means of remote communication or by proxy at this meeting, not less than 6,289,536, or approximately 54.21%, have been voted in favor of the total slate of Class One directors to serve for a three-year term until the 2029 Annual Meeting of the shareholders or until their respective successor or successors are duly elected and qualified, or until earlier of death, resignation, or removal from office.
Thank you, Mikella. Based on this result, I am honored to declare that Richard D. Campbell and LaDana R. Washburn have each received affirmative votes of the holders of a majority of the shares voting in the election of Class One directors and represented in person or by proxy, and have been elected to serve as Class One directors of South Plains Financial, Inc. until the 2029 annual meeting of shareholders, or each until their respective successor or successors are duly elected and qualified, or until their earlier death, resignation, or removal from office. Mikella, could you now please report on the second vote?
I have also been advised by our transfer agent that a preliminary tabulation has been completed, and I can report that at this time, of the 14,766,189 shares voted by means of remote communication or by proxy at this meeting, not less than 14,673,121, or approximately 99.36%, have been voted to ratify the audit committee's appointment of Forvis Mazars, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Thank you, Mikella. Based on this result, I declare that the audit committee's appointment of Forvis Mazars, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified by at least a majority of the shares entitled to vote and represented by means of remote communication or by proxy at the annual meeting. Mikella, could you now please report on the third vote?
I have also been advised by our transfer agent that a preliminary tabulation has been completed, and I can report at this time of the 11,600,467 shares voted by means of remote communication or by proxy at this meeting, not less than 10,752,825, or approximately 92.69%, have voted in favor of the compensation paid to the company's named executive officers.
Thank you, Mikella. Based on this result, I declare that the say on pay proposal has been approved by at least a majority of the shares entitled to vote and represented by means of remote communication or by proxy at the annual meeting. No other business has been presented in accordance with the procedures required under our bylaws for your consideration at this meeting. I would now entertain a motion for adjournment.
So moved.
Second.
All those in favor, say aye.
Aye.
Aye.
Opposed, no. The meeting is adjourned. Thank you very much, ladies and gentlemen, for attending this annual meeting of South Plains Financial, Inc.
This concludes the 2026 annual meeting of the shareholders for South Plains Financial, Inc. Thank you for your attendance