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): May 14, 2013
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34657 | 75-2679109 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2000 McKinney Avenue, Suite 700 Dallas, Texas U.S.A. |
75201 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 932-6600
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 14, 2013, we held our annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, out of 40,771,414 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, constituting a quorum. The shareholders elected all of the Company’s nominees for director and approved the advisory vote on executive compensation. The votes received are set forth below:
| 1. | Election of Directors |
| NAMES |
FOR Number |
WITHHELD Number |
||||||
| George F. Jones, Jr. |
34,403,000 | 733,779 | ||||||
| Peter B. Bartholow |
32,264,649 | 2,872,130 | ||||||
| James H. Browning |
31,145,645 | 3,991,134 | ||||||
| Preston M. Geren III |
35,078,040 | 58,739 | ||||||
| Frederick B. Hegi, Jr. |
34,362,703 | 774,076 | ||||||
| Larry L. Helm |
35,077,648 | 59,131 | ||||||
| James R. Holland, Jr. |
34,346,643 | 790,136 | ||||||
| W. W. McAllister III |
33,725,304 | 1,411,475 | ||||||
| Elysia Holt Ragusa |
35,089,323 | 47,456 | ||||||
| Steven P. Rosenberg |
34,400,207 | 736,572 | ||||||
| Grant E. Sims |
34,848,142 | 288,637 | ||||||
| Robert W. Stallings |
34,402,600 | 734,179 | ||||||
| Dale W. Tremblay |
31,485,011 | 3,651,768 | ||||||
| Ian J. Turpin |
33,435,670 | 1,701,109 | ||||||
| 2. | Advisory approval of the compensation of the Company’s named executives |
| FOR Number |
AGAINST Number |
ABSTAIN Number |
||||||
| 33,098,920 |
1,020,127 | 21,505 | ||||||
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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 14, 2013
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