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.
TCBI Texas Capital Bancshares Inc/Tx - 8-K
Accession
0001077428-26-0000502.025.025.079.01
Item 2.02 - Results of Operations and Financial Condition
Earnings press release item. The actual results are typically in Exhibit 99.1 - fetch may not have completed.
Item 5.02 - Departure/Election of Directors or Certain Officers
93 words
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
454 words
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.
Item 9.01 - Financial Statements and Exhibits
70 words
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, dated April 23, 2026 announcing Texas Capital Bancshares, Inc.'s operating and financial results for its fiscal quarter ended March 31, 2026 99.2 Presentation dated April 2 3 , 2026 discussing Texas Capital Bancshares, Inc.’s operating and financial results for its fiscal quarter ended March 31, 202 6 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)