TEXAS CAPITAL BANCSHARES INC/TX0001077428false00010774282026-04-162026-04-160001077428us-gaap:CommonStockMember2026-04-162026-04-160001077428us-gaap:SeriesBPreferredStockMember2026-04-162026-04-16
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 16, 2026
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-34657
75-2679109
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer 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
The Nasdaq Stock Market
5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share
TCBIO
The 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 2.02. Results of Operations and Financial Condition.
On April 23, 2026, Texas Capital Bancshares, Inc. issued a press release and made available presentation slides regarding its operating and financial results for its fiscal quarter ended March 31, 2026. 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 Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John Cummings, Managing Director and Chief Administrative Officer of the Company, has been named as the Company’s Chief Operating Officer, effective April 16, 2026. Biographical and other information regarding Mr. Cummings required by Items 401(b) and 401(e) of Regulation S-K is contained in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 12, 2026, and such information is incorporated by reference into this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 21, 2026, the Company held its Annual Meeting. The matters voted on at the Annual Meeting and final voting results are summarized below.
Proposal 1 - A Company proposal to elect ten (10) directors each to serve until the next annual meeting of stockholders or until their successors are elected and qualified:
Number of Shares
Nominee
Voted For
Votes Withheld
Broker Non-Votes
Paola M. Arbour
40,057,940
200,892
1,680,624
Jonathan E. Baliff
40,050,655
208,177
1,680,624
Ranjana B. Clark
39,444,410
814,422
1,680,624
Rob C. Holmes
39,808,060
450,772
1,680,624
David S. Huntley
40,011,092
247,740
1,680,624
Thomas E. Long
34,486,859
5,771,973
1,680,624
Mark W. Midkiff
40,126,930
131,902
1,680,624
Steven P. Rosenberg
39,239,582
1,019,250
1,680,624
Dale W. Tremblay
36,250,517
4,008,315
1,680,624
Laura L. Whitley
40,065,371
193,461
1,680,624
Each of the ten director nominees was elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Proposal 2 - A Company proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
41,224,919
703,647
10,890
—
The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 was ratified.
Proposal 3 - A Company proposal to approve, on an advisory basis, the 2025 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
38,825,187
1,401,553
32,092
1,680,624
The 2025 compensation of the Company’s named executive officers was approved by our stockholders on a non-binding advisory basis.
Proposal 4 - A Company proposal to approve the redomestication of the Company from Delaware to Texas by way of conversion:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
18,181,458
22,047,429
29,945
1,680,624
The redomestication of the Company from Delaware to Texas by way of conversion was not approved.
Proposal 5 - A Company proposal to approve, on an advisory basis, increasing the threshold to submit stockholder proposals:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
5,209,051
35,015,189
34,592
1,680,624
The proposal to increase the threshold to submit stockholder proposals was not approved.
Proposal 6 - A Company proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to adopt any of the Proposals 2-5:
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
13,035,806
28,845,931
57,719
—
The proposal to adjourn the Annual Meeting to a later date or dates to solicit additional proxies was not approved.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.