PROSPERITY BANCSHARES INC (PB)
Sector: Financials
2026 Annual Meeting Analysis
PROSPERITY BANCSHARES INC · Meeting: April 21, 2026
Directors FOR
3
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of four (4) Class I directors to serve on the Board of Directors of the Company until the Company's 2029 annual meeting of shareholders
Against Analysis
Dr. Mueller is the father-in-law of David Zalman, the Company's CEO and Senior Chairman of the Board — a direct familial relationship with the top executive that raises concerns about his ability to provide independent oversight of management compensation and performance.
For Analysis
Hanigan has served since November 2019 (over 24 months), has strong banking credentials with 37+ years of Texas banking experience, attended all board meetings, and the TSR trigger does not apply — PB's 3-year return of +14.4% trails the peer group median by only 28.4 percentage points, below the 35-point threshold required to fire a No vote for a company with low-positive absolute TSR.
Luedke has served since April 2014, brings extensive legal expertise advising financial institutions, attended all board meetings, and the TSR underperformance trigger does not apply given the 28.4-point gap versus the peer median falls short of the 35-point threshold for companies with low-positive absolute 3-year TSR.
Stafford has served since April 2000, brings auditing and legal experience, serves as Chair of the Audit Committee and is designated an audit committee financial expert, attended all board meetings, and the TSR trigger does not apply given the peer underperformance gap of 28.4 points falls below the 35-point threshold.
Three of four Class I nominees receive a FOR vote. Perry Mueller Jr. receives an AGAINST vote solely due to his direct familial relationship with CEO David Zalman (Mueller is Zalman's father-in-law), which undermines independent board oversight. The TSR underperformance trigger does not apply to any nominee — PB's 3-year price return of +14.4% trails the disclosed peer group median by 28.4 percentage points, below the 35-point threshold applicable to companies with low-positive absolute TSR. No overboarding, attendance, or qualification concerns are present for the other nominees.
Say on Pay
✓ FORCEO
David Zalman
Total Comp
$3,434,273
Prior Support
95%%
CEO David Zalman's total compensation of $3,434,273 is reasonable for a CEO of a $6.5 billion market cap regional bank and does not appear materially above benchmark levels for the role and sector. The prior year Say on Pay vote received 95% support (following a low 58% result in 2024 that the company credibly attributed to a single-trigger change-in-control provision that has since been corrected), meaning no adverse shareholder response pattern requires a negative vote. The pay program includes a mix of base salary, formulaic annual incentive tied to nine quantitative financial metrics, long-term restricted stock awards vesting over three years, and discretionary bonuses, providing a reasonable blend of fixed and variable pay aligned with company performance.
Auditor Ratification
✓ FORAuditor
Deloitte and Touche LLP
Tenure
N/A
Audit Fees
$1,661,369
Non-Audit Fees
$89,335
Non-audit fees (audit-related fees of $64,500 plus tax fees of $24,835, totaling $89,335) represent approximately 5.4% of core audit fees of $1,661,369 — well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of PB's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and a FOR vote is appropriate per policy.
Actual Vote Results
Meeting held April 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Kevin J. Hanigan | 97.3% | 77.5M | 2.1M | ✓ Elected |
| Harrison Stafford II | 96.3% | 76.7M | 3.0M | ✓ Elected |
| Perry Mueller, Jr. | 87.8% | 69.9M | 9.7M | ✓ Elected |
| William T. Luedke IV | 84.3% | 67.2M | 12.5M | ✓ Elected |
Say on Pay
For 76.8M · Against 2.2M · Abstain 570,297
Auditor Ratification
For 84.0M · Against 1.5M · Abstain 63,821
Overall Assessment
The 2026 Prosperity Bancshares annual meeting presents three proposals. The director slate earns three FOR votes and one AGAINST (Perry Mueller Jr., due to his father-in-law relationship with CEO David Zalman); auditor ratification and Say on Pay both receive FOR votes, as fees are well within policy limits and CEO compensation is reasonable relative to the company's size and sector with strong prior-year shareholder support. No stockholder proposals appear on the ballot.
Compensation Peer Group
26 companies disclosed in 2026 proxy filing