UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 18, 2010
May 18, 2010
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-34657 (Commission File Number) |
75-2679109 (IRS Employer Identification No.) |
2000 McKinney Avenue, Suite 700 Dallas, Texas U.S.A. (Address of principal executive offices) |
75201 (Zip Code) |
(214) 932-6600
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(e) On May 18, 2010, the stockholders of Texas Capital Bancshares, Inc. (the Company)
approved the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan (the 2010 Long-Term
Incentive Plan). A description of the 2010 Long-Term Incentive Plan is contained in the Companys
Proxy Statement for its 2010 Annual Meeting of Stockholders, filed on Schedule 14A on April 8,
2010, and is incorporated herein by reference, and the 2010 Long-Term Incentive Plan is attached as
Exhibit A to the Proxy Statement. Although it is anticipated that grants will be made in the
future under the 2010 Long-Term Incentive Plan to named executive officers of the Company, none
have been made to date.
ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 18, 2010, we held our annual meeting of stockholders (the Annual Meeting). At the
Annual Meeting, out of 36,524,313 shares of common stock entitled to vote at the meeting, the
holders of more than a majority of the outstanding shares of common stock were present at the
meeting in person or by proxy. At the Annual Meeting, each nominee for director named in our Proxy
Statement filed on Schedule 14A on April 8, 2010 was elected a director of the Company, and the
Companys 2010 Long-Term Incentive Plan was approved. The votes received by each nominee for
director and the vote on the 2010 Long-Term Incentive Plan are set forth below:
1. Election of Directors
FOR | WITHHELD | |||||||
NAMES | Number | Number | ||||||
George F. Jones, Jr. |
29,619,100.11 | 245,718.00 | ||||||
Peter B. Bartholow |
28,484,136.11 | 1,380,682.00 | ||||||
James H. Browning |
29,806,540.11 | 58,278.00 | ||||||
Joseph M. (Jody) Grant |
29,810,638.11 | 54,180.00 | ||||||
Frederick B. Hegi, Jr. |
29,087,800.11 | 777,018.00 | ||||||
Larry L. Helm |
29,808,650.11 | 56,168.00 | ||||||
James R. Holland, Jr. |
29,596,918.11 | 267,900.00 | ||||||
W. W. McAllister III |
27,625,552.11 | 2,239,266.00 | ||||||
Lee Roy Mitchell |
29,074,279.11 | 790,539.00 | ||||||
Elysia Holt Ragusa |
29,786,869.11 | 77,949.00 | ||||||
Steven P. Rosenberg |
28,792,419.11 | 1,072,399.00 | ||||||
Robert W. Stallings |
29,795,361.11 | 69,457.00 | ||||||
Ian J. Turpin |
27,765,672.11 | 2,099,146.00 |
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2. Proposal to Approve the 2010 Long-Term Incentive Plan
FOR | AGAINST | ABSTENTIONS | ||||||
Number | Number | Number | ||||||
26,089,724.11 |
3,410,099.00 | 364,995.00 |
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ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
10.1
|
Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan (incorporated herein by reference to Exhibit A to the Companys Proxy Statement for its 2010 Annual Meeting of Stockholders, filed on Schedule 14A on April 8, 2010). |
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SIGNATURES
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.
TEXAS CAPITAL BANCSHARES, INC. |
||||
By: | /s/ Peter B. Bartholow | |||
Peter B. Bartholow | ||||
Chief Financial Officer | ||||
Dated: May 18, 2010
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INDEX TO EXHIBITS
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
10.1
|
Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan (incorporated herein by reference to Exhibit A to the Companys Proxy Statement for its 2010 Annual Meeting of Stockholders, filed on Schedule 14A on April 8, 2010). |
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