iTEXAS CAPITAL BANCSHARES INC/TXi0001077428ifalse00010774282021-04-202021-04-200001077428us-gaap:CommonStockMember2021-04-202021-04-200001077428us-gaap:SeriesAPreferredStockMember2021-04-202021-04-200001077428us-gaap:SeriesBPreferredStockMember2021-04-202021-04-20
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 20, 2021
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
i6.50%
Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share
iTCBIP
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.
(a)On April 21, 2021, 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, 2021. 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 the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On April 20, 2021, the Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting and final voting results are summarized below.
Proposal 1 - A Company proposal to elect ten directors for a term of one year or until their successors are elected and qualified:
Number
of Shares
Nominee
Voted For
Votes Withheld
Broker Non-Votes
Larry L. Helm
32,501,946
1,665,127
3,285,506
Rob
C. Holmes
33,566,285
600,788
3,285,506
Jonathan E. Baliff
33,159,700
1,007,373
3,285,506
James
H. Browning
31,721,694
2,445,379
3,285,506
David S. Huntley
33,157,664
1,009,409
3,285,506
Charles
S. Hyle
33,159,191
1,007,882
3,285,506
Elysia Holt Ragusa
31,571,139
2,595,934
3,285,506
Steven
P. Rosenberg
32,738,876
1,428,197
3,285,506
Robert W. Stallings
30,673,136
3,493,937
3,285,506
Dale
W. Tremblay
31,855,677
2,311,396
3,285,506
Each of the ten director nominees was elected for a one-year term to serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Proposal 2 - A Company proposal to approve, on an advisory basis, the 2020 compensation of the Company's named executive
officers, as described in the proxy statement:
Number of Shares
Voted
For
Voted Against
Abstentions
Broker Non-Votes
32,879,166
1,269,900
18,007
3,285,506
The 2020 compensation of our named executive officers
was approved on an advisory basis.
Proposal 3 - A Company proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021:
Number
of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
36,656,737
783,652
12,190
—
The
appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
