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): April 23, 2020

Allegiance Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

8847 West Sam Houston Parkway N., Suite 200, Houston, Texas 77040

(Address of Principal Executive Offices) (Zip Code)

(281) 894-3200

(Registrant's telephone number, including area code)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act.  ☒

Item 5.07     Submission of Matters to a Vote of Security Holders

On April 23, 2020, Allegiance Bancshares, Inc. (the “Company”) held its Annual Meeting of Shareholders to consider and act upon the items listed below:

Proposal 1 – Denise Castillo-Rhodes, Robert Ivany, George Martinez and Janet S. Wong were elected as Class II directors to serve on the Company’s Board of Directors until the Company’s 2023 Annual Meeting of Shareholders and until his or her respective successor or successors are duly elected and qualified, or until his or her earlier resignation or removal. The table below contains a summary of the number of votes for, votes withheld and broker non-votes for each nominated director:

Proposal 2 - The amendment to the Company’s Amended and Restated Certificate of Formation to remove the plurality voting standard for the election of directors did not receive the requisite shareholder vote for approval.   The table below contains a summary of the number of votes for, votes against, abstentions and broker non-votes:

Proposal 3 - The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 by the votes set forth in the table below:

Item 8.01     Other Events.

On April 24, 2020, the Company issued a press release announcing that the Board of Directors of the Company declared a cash dividend of $0.10 per share to be paid on June 15, 2020 to all shareholders of record as of May 29, 2020.  The press release also announced that the shareholders of the Company, upon recommendation by the Company’s Corporate Governance and Nominating Committee of its Board of Directors, elected Ms. Denise Castillo-Rhodes and Ms. Janet S. Wong as Class II Directors. As of the date of this filing, Ms. Castillo-Rhodes was appointed to the Company’s Audit Committee and Ms. Wong was appointed to the Audit and Corporate Governance and Nominating Committees.  The Company entered into a Director and Officer Indemnification Agreement with each of Ms. Castillo-Rhodes and Ms. Wong, the form of which is filed as an exhibit hereto and incorporated herein by reference. Ms. Castillo-Rhodes and Ms. Wong will receive fees consistent with those fees received by the existing non-employee directors for service as directors of the Company.

A copy of the press release is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits. The following are filed as exhibits to this Current Report on Form 8-K:

SIGNATURE

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.