8-K

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): October 5, 2020

TEXAS CAPITAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

The board of directors of Texas Capital Bancshares, Inc. on October 5, 2020 unanimously approved an amendment of Section 2.3 of the Company's Amended and Restated Bylaws (the “Bylaws”) to change the requirement set forth in Section 2.3(a) and Section 2.3(c) that stockholders seeking to call a special meeting of stockholders must own at least 20% of the Company’s outstanding common stock (the “Special Meeting 20% Ownership Requirement”) to a requirement that the stockholders must own at least 10% of the Company’s outstanding Common Stock. Effective as of that date Section 2.3(a) and Section 2.3(c) of the Bylaws were amended to read as set forth on Exhibit 3.1, which is incorporated herein by reference.

The board’s action is further described in a proxy statement supplement (the “Supplement”) dated October 5, 2020, relating to the Company’s 2020 Annual Meeting of Stockholders (the "Annual Meeting"), scheduled to be held on October 20, 2020, which supplements and amends the related Definitive Proxy Statement filed with the Securities and Exchange Commission on September 10, 2020 and mailed to the Company’s stockholders on or about September 10, 2020. As set forth in the Supplement, the board of directors determined to withdraw from the Annual Meeting agenda Proposal Four, which requested that stockholders ratify the Special Meeting 20% Ownership Requirement.

The board of directors is committed to sound governance and responsiveness to stockholder perspectives on governance matters. The board of directors determined that the Company should not maintain the Special Meeting 20% Ownership Requirement in the face of significant stockholder opposition as indicated by early voting results, and that it was not necessary or constructive to submit the matter to a stockholder vote based on the information available to the board. Accordingly, the board of directors withdrew Proposal Four from the agenda of the Annual Meeting and approved the amendment of Section 2.3 of the Bylaws as described herein.

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.

		Exhibit

Exhibit 3.1 - Amendment to Section 2.3(a) and Section 2.3(c) of Amended and Restated Bylaws of Texas Capital Bancshares, Inc.

Section 2.3 Special Meetings.

(a) Power to Call Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or the Certificate of Incorporation of the Corporation then in effect (the “Certificate of Incorporation”), may be called by the Chairman of the Board or the Chief Executive Officer, and shall be called by the Chief Executive Officer, the President or the Secretary at the request in writing of a majority of the total number of authorized directors (without regard as to whether there exist any vacancies in previously authorized director positions at the time of such request), or at the request in writing of stockholders of record owning at least 10% of all shares issued and outstanding and entitled to vote at such meeting, based upon the Corporation’s most recent public report of the number of issued and outstanding shares.

(c) Required Form of Special Meeting Request. To be in a proper form, a Special Meeting Request must: . . . (v) contain the following information: . . .

d. documentary evidence that the Requesting Stockholders had ownership of at least 10% of all shares issued and outstanding and entitled to vote at such meeting, based upon the Corporation’s most recent public report of the number of issued and outstanding shares (the "Requisite Percentage"), as of the date of delivery of the Special Meeting Request to the Secretary; provided, however, that if any of the Requesting Stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten days after the date of delivery of the Special Meeting Request to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made had, together with any Requesting Stockholders who are beneficial owners, stock ownership of the Requisite Percentage as of the date of delivery of such Special Meeting Request to the Secretary; . . .