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iTEXAS CAPITAL BANCSHARES INC/TXi0001077428ifalse00010774282024-04-132024-04-130001077428us-gaap:CommonStockMember2024-04-132024-04-130001077428us-gaap:SeriesBPreferredStockMember2024-04-132024-04-13
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i8-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): iApril 13, 2024
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: i(214)i932-6600
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.01 per share
iTCBI
iNasdaq
Stock Market
i5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share
iTCBIO
iNasdaq
Stock Market
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).
Emerging growth company i☐
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 2.02. Results of Operations and Financial Condition.
On April 18, 2024, Texas Capital Bancshares, Inc. (the “Company”) issued a press release and made available
presentation slides regarding its operating and financial results for its fiscal quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1. A copy of the presentation is attached hereto as Exhibit 99.2.
The information in Item 2.02 of this report (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2024, Tim J. Storms, Managing Director and Chief Risk Officer of the Company and Texas Capital Bank, informed the Company that he plans to retire on or around June
15, 2024. The Company intends to conduct a search to fill the role of Chief Risk Officer. Following his retirement, it is expected that Mr. Storms will provide certain consulting and advisory services to the Company and Texas Capital Bank to ensure a smooth and orderly transition of his responsibilities.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 16, 2024, the
Company held its Annual Meeting. The matters voted on at the Annual Meeting and final voting results are summarized below.
Proposal 1 - A Company proposal to elect twelve directors each to serve until the next annual meeting of stockholders or until their successors are elected and qualified:
Number
of Shares
Nominee
Voted For
Votes Withheld
Broker Non-Votes
Paola M. Arbour
41,258,109
744,114
1,719,406
Jonathan E. Baliff
41,607,296
394,927
1,719,406
James
H. Browning
40,664,844
1,321,332
1,735,453
Rob C. Holmes
41,227,661
758,515
1,735,453
David S. Huntley
41,273,495
728,728
1,719,406
Charles
S. Hyle
41,493,111
509,112
1,719,406
Thomas E. Long
38,169,298
3,816,878
1,735,453
Elysia Holt Ragusa
39,940,311
2,045,865
1,735,453
Steven
P. Rosenberg
40,622,983
1,363,193
1,735,453
Robert W. Stallings
40,887,808
1,098,368
1,735,453
Dale W. Tremblay
37,694,276
4,291,900
1,735,453
Laura
L. Whitley
41,634,920
367,303
1,719,406
Each of the twelve director nominees was elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Proposal 2 - A Company proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending
December 31, 2024:
Number of Shares
Voted For
Voted
Against
Abstentions
Broker Non-Votes
43,240,252
465,110
16,267
—
The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending
December 31, 2024 was ratified.
Proposal 3 - A Company proposal to approve, on an advisory basis, the 2023 compensation of the Company's named executive officers as disclosed in the Proxy Statement:
Number
of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
34,692,257
7,267,144
42,822
1,719,406
The 2023
compensation of the Company’s named executive officers was approved on an advisory basis.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
