Item 2.02. Results of Operations and Financial Condition.
April 20, 2022, Texas Capital Bancshares, Inc.(the "Company") issued a press release and made available presentation slides regarding its operating and financial results for its fiscal quarter ended March 31, 2022. 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 Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
As described in Item 5.07 below, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on
April 19, 2022. At the Annual Meeting, the Company's stockholders approved the Texas Capital Bancshares, Inc.2022 Long-Term Incentive Plan (the "2022 Plan"), which was unanimously adopted by the Company's Board of Directors on February 8, 2022, subject to stockholder approval at the Annual Meeting. The effective date of the 2022 Plan will be April 26, 2022. Following the approval of the 2022 Plan by the stockholders of the Company, use of the Texas Capital Bancshares, Inc.2015 Long-Term Incentive Plan (the "Prior Plan") has been terminated and no further awards will be issued pursuant to the Prior Plan. The 2022 Plan provides for the issuance of up to 1,124,880 shares of common stock for compensation to the Company's key employees and non-employee directors. The Human Resources Committee(the "Committee") of the Company's Board of Directors will determine who among those eligible to participate in the 2022 Plan will be granted awards, determine the amounts and types of awards to be granted, determine the terms and conditions of all awards and construe and interpret the terms of the 2022 Plan. Determinations of the Committee are final, binding, and conclusive. Such awards may consist of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards or such other forms of awards payable in cash or common shares if the Committee determines that such other form of award is consistent with the purpose and restrictions of the 2022 Plan. The 2022 Plan is filed as Exhibit 10.1. A description of the material terms and conditions of the 2022 Plan is provide under the heading "Description of the 2022 Incentive Plan" on pages 79-83 of the Company's Proxy Statement filed with the Securities and Exchange Commission(the "SEC") on March 10, 2022, which description is incorporated herein by reference.
Item 5.07. Submitting Matters to a Vote of Securityholders.
Proposal 1 – A proposal of the Company to elect eleven directors for a term of one year or until their successors are elected and qualified:
Number of Shares Nominee Voted For Votes Withheld Broker Non-Votes Paola M. Arbour 44,159,636 204,644 2,385,921 Jonathan E. Baliff 44,164,236 200,044 2,385,921 James H. Browning 40,701,928 3,662,352 2,385,921 Larry L. Helm 43,025,411 1,338,869 2,385,921 Rob C. Holmes 43,821,544 542,736 2,385,921 David S. Huntley 43,510,470 853,810 2,385,921 Charles S. Hyle 43,766,332 597,948 2,385,921 Elysia Holt Ragusa 39,391,988 4,972,292 2,385,921 Steven P. Rosenberg 42,734,785 1,629,495 2,385,921 Robert W. Stallings 40,502,331 3,861,949 2,385,921 Dale W. Tremblay 41,339,925 3,024,355 2,385,921
Each of the eleven director nominees was elected for a one-year term until the next annual meeting of shareholders or until their successors are elected and qualified.
Proposal 2 – A proposal from the Company to ratify the appointment of
as the registered independent public accounting firm of the Company for the year ending
Number of Shares Voted For Voted Against Abstentions Broker Non-Votes 44,539,994 2,196,011 14,196 -
The appointment of
Proposal 3 - A Company proposal to approve, on an advisory basis, the 2021 compensation of the Company's named executive officers, as disclosed in the Proxy Statement: Number of Shares Voted For Voted Against Abstentions Broker Non-Votes 25,192,701 19,091,629 79,950 2,385,921
The 2021 compensation of the Named Executive Officers of the Corporation has been approved on an advisory basis.
Proposal 4 – A Company proposal to approve the Company’s 2022 Long-Term Incentive Plan:
Number of Shares Voted For Voted Against Abstentions Broker Non-Votes 41,775,965 2,579,840 8,475 2,385,921
The company’s 2022 long-term incentive plan has been approved.
Item 8.01. Other events.
Announcement of the share buyback program
April 19, 2022, our board of directors authorized a new share repurchase program under which we may repurchase up to $150.0 millionin shares of our outstanding common stock. Any repurchases under the repurchase program will be made in accordance with applicable securities laws from time to time in open market or private transactions. The extent to which we repurchase shares, and the timing of such repurchases, will be at management's discretion and will depend upon a variety of factors, including market conditions, our capital position and amount of retained earnings, regulatory requirements and other considerations. No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued at any time.
Update of the description of our share capital
The Company provides an updated description of its share capital which is attached hereto as Exhibit 4.1.
Item 9.01. Financial statements and supporting documents.
4.1 Description of our Common Shares and 5.75% Non-Cumulative Perpetual Preferred Shares, Series B
10.1 T exas Ca pital Bancshares, Inc. 2022 Long-Term Incentive Plan
99.1 Press Release, dated
99.2 Presentation of
104 Cover page interactive data file (embedded in Inline XBRL document)
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