Texas Capital Bancshares Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Major Banks
Finance
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 17, 2025
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (214) 932-6600
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||||||||
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 ☐
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 17, 2025, 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, 2025. 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 5.07. Submission of Matters to a Vote of Security Holders.
On April 15, 2025, 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 thirteen (13) 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 | 41,238,378 | 211,279 | 2,192,649 | ||||||||||||||||||||||||||
| Jonathan E. Baliff | 41,334,710 | 114,947 | 2,192,649 | ||||||||||||||||||||||||||
| Ranjana B. Clark | 41,387,707 | 61,950 | 2,192,649 | ||||||||||||||||||||||||||
| Rob C. Holmes | 40,312,596 | 1,137,061 | 2,192,649 | ||||||||||||||||||||||||||
| David S. Huntley | 37,175,533 | 4,274,124 | 2,192,649 | ||||||||||||||||||||||||||
| Charles S. Hyle | 40,744,313 | 705,344 | 2,192,649 | ||||||||||||||||||||||||||
| Thomas E. Long | 35,276,224 | 6,173,433 | 2,192,649 | ||||||||||||||||||||||||||
| Mark W. Midkiff | 41,236,518 | 213,139 | 2,192,649 | ||||||||||||||||||||||||||
| Elysia Holt Ragusa | 36,058,273 | 5,391,384 | 2,192,649 | ||||||||||||||||||||||||||
| Steven P. Rosenberg | 36,789,643 | 4,660,014 | 2,192,649 | ||||||||||||||||||||||||||
| Robert W. Stallings | 41,041,798 | 407,859 | 2,192,649 | ||||||||||||||||||||||||||
| Dale W. Tremblay | 37,103,225 | 4,346,432 | 2,192,649 | ||||||||||||||||||||||||||
| Laura L. Whitley | 37,599,720 | 3,849,937 | 2,192,649 | ||||||||||||||||||||||||||
Each of the thirteen 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, 2025:
| Number of Shares | |||||||||||||||||||||||||||||||||||
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| 42,440,861 | 1,189,348 | 12,097 | — | ||||||||||||||||||||||||||||||||
The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025 was ratified.
Proposal 3 - A Company proposal to approve, on an advisory basis, the 2024 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 | ||||||||||||||||||||||||||||||||
| 19,371,896 | 21,790,636 | 287,125 | 2,192,649 | ||||||||||||||||||||||||||||||||
The 2024 compensation of the Company’s named executive officers was not approved by our stockholders on a non-binding advisory basis.
Proposal 4 - A Company proposal to approve the 2022 Long-Term Incentive Plan, as amended and restated, as described in the Proxy Statement.
| Number of Shares | |||||||||||||||||||||||||||||||||||
| Voted For | Voted Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| 39,715,473 | 1,434,524 | 299,660 | 2,192,649 | ||||||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated April 17, 2025 announcing Texas Capital Bancshares, Inc.'s operating and financial results for its fiscal quarter ended March 31, 2025
99.2 Presentation dated April 17, 2025 discussing Texas Capital Bancshares, Inc.’s operating and financial results for its fiscal quarter ended March 31, 2025
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.
| Date: | April 17, 2025 | TEXAS CAPITAL BANCSHARES, INC. | |||||||||||||||
| By: | /s/ J. Matthew Scurlock | ||||||||||||||||
| J. Matthew Scurlock Chief Financial Officer | |||||||||||||||||