Document
 
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 2018
 
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
001-34657
(Commission
File Number)
75-2679109
(I.R.S. Employer
Identification Number)
2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
(Address of principal executive officers)
75201
(Zip Code)
214-932-6600
(Registrant's telephone number,
including area code)
N/A
(Former address of principal executive offices)
 
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(a)
On April 18, 2018, Texas Capital Bancshares, Inc. (the "Company") issued a press release and made a concurrent public presentation regarding its operating and financial results for its fiscal quarter ended March 31, 2018. 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 17, 2018, the Company held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting and final voting results are summarized below.

Proposal One - A Company proposal to elect twelve directors for a term of one year or until their successors are elected and qualified:
 
 
Number of Shares
 
 
 
 
Voted For
 
Votes Withheld
 
Broker Non-Votes
Larry L. Helm
 
43,167,243

 
 
221,769

 
 
1,842,219

 
C. Keith Cargill
 
43,263,454

 
 
125,558

 
 
1,842,219

 
Jonathan E. Baliff
 
43,285,495

 
 
103,517

 
 
1,842,219

 
James H. Browning
 
43,000,897

 
 
388,115

 
 
1,842,219

 
David S. Huntley
 
43,285,900

 
 
103,112

 
 
1,842,219

 
Charles S. Hyle
 
43,286,371

 
 
102,641

 
 
1,842,219

 
Elysia Holt Ragusa
 
42,679,294

 
 
709,718

 
 
1,842,219

 
Steven P. Rosenberg
 
42,839,972

 
 
549,040

 
 
1,842,219

 
Robert W. Stallings
 
42,961,697

 
 
427,315

 
 
1,842,219

 
Dale W. Tremblay
 
40,359,261

 
 
3,029,751

 
 
1,842,219

 
Ian J. Turpin
 
42,461,108

 
 
927,904

 
 
1,842,219

 
Patricia A. Watson
 
42,004,809

 
 
1,384,203

 
 
1,842,219

 
Each of the twelve director nominees was elected for a one-year term.

Proposal 2 - A Company proposal to approve, on an advisory basis, the 2017 compensation of our named executive officers:
 
Number of Shares
 
Voted For
 
Voted Against
 
Abstentions
 
Broker Non-Votes
 
42,204,553

 
 
1,143,762

 
 
40,697

 
 
1,842,219

 

The 2017 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, 2018:
 
Number of Shares
 
Voted For
 
Voted Against
 
Abstentions
 
Broker Non-Votes
 
44,947,513

 
 
282,772

 
 
946

 
 
0
 

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm was ratified.

Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibits
99.1

99.2





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.

Date:
April 18, 2018
TEXAS CAPITAL BANCSHARES, INC.
 
 
 
 
 
 
 
By:
 
/s/ Julie Anderson
 
 
 
 
 
Julie Anderson
Chief Financial Officer