Texas capital

TEXAS CAPITAL BANCSHARES INC/TX: Results of Operations and Financial Condition, Change of Directors or Principal Officers, Submission of Matters to a Vote of Securityholders, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 2.02. Results of Operations and Financial Condition.

(a)On 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.

On April 19, 2022, the Society held its annual meeting. The matters voted on at the annual meeting and the final voting results are summarized below.

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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 Ernst & Young LLP
as the registered independent public accounting firm of the Company for the year ending December 31, 2022:

                                                  Number of Shares
            Voted For                   Voted Against               Abstentions            Broker Non-Votes
        44,539,994                  2,196,011                    14,196                      -

The appointment of Ernst & Young LLP as the registered independent public accounting firm of the Company for the year ending December 31, 2022 has been ratified.


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.

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Item 8.01. Other events.

Announcement of the share buyback program

On April 19, 2022, our board of directors authorized a new share repurchase
program under which we may repurchase up to $150.0 million in 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.

(d) Exhibits

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 April 2 0 , 202 2 ad Texas Capital Bancshares, Inc. operating and financial results for its fiscal quarter ended March, 31st 202 2

99.2 Presentation of April 2 0 , 202 2 discuss Texas Capital Bancshares, Inc. operating and financial results for its fiscal quarter ended 3rd of March 1 , 202 2

104 Cover page interactive data file (embedded in Inline XBRL document)

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