8-K
TEXAS CAPITAL BANCSHARES INC/TX (TCBI)
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): July 1, 2020
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34657 | 75-2679109 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification Number) |
2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
(Address of principal executive offices)
75201
(Zip Code)
Registrant's telephone number, including area code: (214)
932-6600
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | TCBI | Nasdaq Stock Market |
| 6.50% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share | TCBIP | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.08. | Shareholder Director Nominations. |
|---|
On July 1, 2020, Texas Capital Bancshares, Inc. (the "Company") issued a press release announcing that it plans to hold its Annual Meeting of Stockholders on Tuesday, October 20, 2020 at 9:00 a.m. CDT (the "2020 Annual Meeting"). Because the date of the 2020 Annual Meeting differs by more than thirty days from the anniversary date of the 2019 Annual Meeting of Stockholders, which was held on April 16, 2019, the deadlines for any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are no longer applicable. Pursuant to Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadline for such proposals by means of this Form 8-K.
Any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting in accordance with Rule 14a-8 must be delivered to, or mailed to and received at, the Company’s principal executive offices at 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201, Attention: Secretary, on or before the close of business on July 11, 2020, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2020 Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8, as well as the Company’s bylaws.
Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01. | Other Events. |
|---|
On July 1, 2020, the Company also announced that its executive management will host a conference call and webcast to discuss second quarter 2020 operating results on Wednesday, July 22, 2020 at 5:00 p.m. EDT. The related press release will be issued at 4:00 p.m. EDT.
Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release, dated July 1, 2020 announcing dates for Q2 2020 operating results and 2020 annual meeting of stockholders |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | July 1, 2020 | TEXAS CAPITAL BANCSHARES, INC. | |
|---|---|---|---|
| By: | /s/ Julie Anderson | ||
| Julie Anderson<br>Chief Financial Officer |
Exhibit
Exhibit 99.1
INVESTOR CONTACT
Julie Anderson, 214.932.6773
julie.anderson@texascapitalbank.com
TEXAS CAPITAL BANCSHARES, INC. ANNOUNCES DATES FOR Q2 2020 OPERATING RESULTS AND 2020 ANNUAL MEETING OF STOCKHOLDERS
DALLAS - July 1, 2020 - Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, announced today that executive management will host a conference call and webcast to discuss second quarter 2020 operating results on Wednesday, July 22, 2020 at 5:00 p.m. EDT. The related press release will be issued at 4:00 p.m. EDT.
Participants may pre-register for the call by visiting http://dpregister.com/10145619 and will receive a unique PIN number to be used when dialing in for the call for immediate access. Alternatively, participants may call 866.777.2509 at least fifteen minutes prior to the call to join through an operator. International callers should dial 412.317.5413.
The live webcast of the call and corresponding presentation slides can be accessed on the Company's website at http://investors.texascapitalbank.com.
An audio replay will be available one hour after the conclusion of the call. To access the replay, dial 877.344.7529 and use conference number 10145619. International callers should dial 412.317.0088 and enter the same conference number. This replay, as well as the webcast, will be available until August 22, 2020.
The Company also announced today that it plans to hold its Annual Meeting of Stockholders on Tuesday, October 20, 2020 at 9:00 a.m. CDT. The Company currently intends to hold the meeting in person; however if due to the coronavirus (COVID-19) outbreak it is not possible or advisable to hold the meeting in person, the Company will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.
ABOUT TEXAS CAPITAL BANCSHARES, INC.
Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs. Headquartered in Dallas, the bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio. For more information, please visit www.texascapitalbank.com.