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Item 2.02.
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Results of Operations and Financial Condition.
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(a)On October 21, 2020, 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 September 30, 2020. 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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 20, 2020, the Company held its 2020 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 nine directors for a term of one year or until their successors are elected and qualified:
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Number of Shares
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Nominee
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Voted For
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Votes Withheld
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Broker Non-Votes
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Larry L. Helm
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35,285,836
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2,874,546
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3,023,099
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James H. Browning
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35,015,974
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3,144,408
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3,023,099
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Jonathan E. Baliff
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35,209,390
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2,950,992
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3,023,099
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David S. Huntley
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36,342,009
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1,818,373
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3,023,099
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Charles S. Hyle
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36,340,338
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1,820,044
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3,023,099
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Elysia Holt Ragusa
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33,992,949
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4,167,433
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3,023,099
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Steven P. Rosenberg
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34,592,719
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3,567,663
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3,023,099
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Robert W. Stallings
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35,057,181
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3,103,201
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3,023,099
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Dale W. Tremblay
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35,049,634
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3,110,748
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3,023,099
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Each of the nine 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 2019 compensation of the Company's named executive officers, as described in the proxy statement:
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Non-Votes
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36,465,739
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1,652,809
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41,834
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3,023,099
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The 2019 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, 2020:
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Non-Votes
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40,383,840
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782,464
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17,177
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—
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The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified.
Proposal 4, which requested stockholder ratification of the provisions of Section 2.3 of the Company's Amended and Restated Bylaws allowing the holders of 20% or more of the Company's outstanding common stock to call a special meeting of stockholders, was withdrawn by the board of directors on October 5, 2020, and no vote was taken on the proposal. The board of directors also unanimously voted on October 5, 2020, to amend Section 2.3 of the Amended and Restated Bylaws to allow the holders of 10% or more of the Company’s outstanding common stock to call a special meeting of stockholders.
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Item 9.01.
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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