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): April 27, 2018 (April 26, 2018)
CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Tennessee | 001-37886 | 81-1527911 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 1201 Demonbreun Street | ||||
| Suite 700 | ||||
| Nashville, Tennessee | 37203 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (615) 732-6400
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 (see General Instruction A.2. below):
| ☐ | 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 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders (the “Annual Meeting”) of CapStar Financial Holdings, Inc. (the Company”) was held on April 26, 2018. At the Annual Meeting, the Company’s shareholders (i) elected eleven (11) directors, (ii) ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm, and (iii) approved an amendment to the CapStar Financial Holdings, Inc. Stock Incentive Plan (the “Stock Incentive Plan”). The Proposals presented at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on March 19, 2018 (the “Proxy Statement”). Holders of 10,777,805 shares of the Company’s common stock, or approximately 93.2% of the 11,560,593 shares of common stock that are issued and outstanding and entitled to vote, were present in person or represented by proxy at the Annual Meeting.
The following are the final voting results on the Proposals presented to the Company’s shareholders at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected by the following vote each of the eleven (11) director nominees nominated by the Company’s Board of Directors (the “Board”) to serve as directors until the 2019 annual meeting of shareholders and until their successors have been duly elected and qualified:
| Director |
For | Withhold | Broker Non-Votes |
|||||||||
| Dennis C. Bottorff |
6,590,499 | 1,270,510 | 2,916,796 | |||||||||
| L. Earl Bentz |
7,740,934 | 120,075 | 2,916,796 | |||||||||
| Thomas R. Flynn |
7,741,090 | 119,919 | 2,916,796 | |||||||||
| Julie D. Frist |
7,739,469 | 121,540 | 2,916,796 | |||||||||
| Louis A. Green, III |
7,738,977 | 122,032 | 2,916,796 | |||||||||
| Dale W. Polley |
6,564,602 | 1,296,407 | 2,916,796 | |||||||||
| Stephen B. Smith |
7,741,023 | 119,986 | 2,916,796 | |||||||||
| Richard E. Thornburgh |
6,582,324 | 1,278,685 | 2,916,796 | |||||||||
| Claire W. Tucker |
6,580,288 | 1,280,721 | 2,916,796 | |||||||||
| James S. Turner, Jr. |
7,741,090 | 119,919 | 2,916,796 | |||||||||
| Toby S. Wilt |
7,728,999 | 132,010 | 2,916,796 | |||||||||
Proposal 2: Ratification of Elliott Davis, LLC as the Company’s Independent Registered Public Accounting Firm
The Company’s shareholders ratified the Audit Committee’s appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The table below sets forth the voting results for Proposal 2:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 10,757,708 |
2,624 | 17,473 | — |
Proposal 3: Approval of an amendment to the Company’s Stock Incentive Plan
The Company’s shareholders approved the amendment to the Stock Incentive Plan. The table below sets forth the voting results for Proposal 3:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,587,271 |
1,266,238 | 7,500 | 2,916,796 |
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.
| CAPSTAR FINANCIAL HOLDINGS, INC. | ||
| By: | /s/ Robert B. Anderson | |
| Robert B. Anderson Chief Financial Officer and Chief Administrative Officer | ||
Date: April 27, 2018