Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when STEL files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsStellar Bancorp shareholders approve Prosperity merger but reject executive pay package
Filed May 27, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
-
high
Shareholders voted 99.7% in favor of the merger with Prosperity Bancshares, clearing the path for the transaction announced in January 2026 to proceed.
Item 5.07 verify on EDGAR → -
medium
In a non-binding advisory vote, shareholders rejected executive compensation tied to the merger by a 60-40 margin, signaling dissatisfaction with management pay arrangements despite approving the deal itself.
Item 5.07 verify on EDGAR → -
low
Strong turnout of 77.3% of outstanding shares participated in the special meeting, with 39.3 million of 50.9 million shares represented.
Item 5.07 verify on EDGAR →
Summary
Stellar Bancorp shareholders delivered a split verdict on the company's pending merger with Prosperity Bancshares. While the merger itself received overwhelming approval with 99.7% of votes cast in favor, shareholders simultaneously rejected the executive compensation package tied to the deal.
The compensation vote, though advisory and non-binding, saw 23.4 million votes against versus 15.7 million in favor—a clear rebuke of management's pay arrangements. For retail holders, the key takeaway is that the merger remains on track to close, but the compensation vote reveals shareholder concerns about how executives are being rewarded for the transaction.
This doesn't derail the deal but may influence how the board structures future compensation or addresses shareholder concerns before closing. Watch for the merger's expected closing date and any statements from Stellar's board addressing the compensation vote. The company may need to explain how it will respond to shareholder feedback, even though the vote doesn't legally bind the compensation arrangements already negotiated.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Stellar’s shareholders approved the merger proposal by the vote set forth below: | Votes For | Votes Against | Abstentions | 39,209,984 | 59,317 | 58,567
Shareholders voted overwhelmingly to approve the merger with Prosperity Bancshares, with 39.2 million votes in favor versus only 59,317 against. This represents approximately 99.7% approval among votes cast, clearing the path for the merger to proceed under the January 27, 2026 Merger Agreement.
Added in current filing · verify on EDGAR →
Stellar’s shareholders did not approve the non-binding, advisory merger compensation proposal by the vote set forth below:
Votes For | Votes Against | Abstentions | 15,683,085 | 23,385,406 | 259,377
Shareholders rejected the advisory proposal on executive merger-related compensation, with 23.4 million votes against versus 15.7 million in favor. While this vote is non-binding and does not block the merger, it signals shareholder dissatisfaction with the compensation arrangements for named executive officers in connection with the transaction.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify