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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 17, 2011
May 17, 2011
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 |
On May 17, 2011, the Companys Board of Directors elected Dale W. Tremblay as a member of the
Board. Mr. Tremblay was also elected to the Companys Human Resources Committee. In connection
with his election, Mr. Tremblay was granted 3,000 restricted stock units under the Companys 2005
Long-Term Incentive Plan that vest in three equal annual installments beginning May 17, 2012.
ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 17, 2011, we held our annual meeting of stockholders (the Annual Meeting). At the
Annual Meeting, out of 37,216,929 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. The shareholders elected all of the Companys nominees for director,
approved the advisory vote on executive compensation, and approved the frequency of vote on
executive compensation. The votes received are set forth below:
1. | Election of Directors |
NAMES | FOR | WITHHELD | ||||||
Number | Number | |||||||
George F. Jones, Jr. |
30,835,043 | 582,369 | ||||||
Peter B. Bartholow |
28,972,193 | 2,445,219 | ||||||
James H. Browning |
30,610,783 | 806,629 | ||||||
Joseph M. (Jody) Grant |
30,161,078 | 1,256,334 | ||||||
Frederick B. Hegi, Jr. |
29,780,727 | 1,636,685 | ||||||
Larry L. Helm |
31,368,261 | 49,151 | ||||||
James R. Holland, Jr. |
30,811,109 | 606,303 | ||||||
W. W. McAllister III |
27,538,484 | 3,878,928 | ||||||
Elysia Holt Ragusa |
31,356,452 | 60,960 | ||||||
Steven P. Rosenberg |
29,740,136 | 1,677,276 | ||||||
Robert W. Stallings |
31,186,191 | 231,221 | ||||||
Ian J. Turpin |
29,742,892 | 1,674,520 |
2. | Advisory approval of the compensation of the Companys named executives |
FOR | WITHHELD | |
Number | Number | |
29,296,819
|
398,131 |
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3. | Frequency of advisory vote on the compensation of the Companys named executives |
1 Year | 2 Years | 3 Years | WITHHELD | |||
Number | Number | Number | Number | |||
28,558,393 | 38,605 | 2,409,600 | 406,914 |
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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 17, 2011
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