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 29, 2020 (April 24, 2020)
CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 001-37886 | 81-1527911 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1201 Demonbreun Street, Suite 700 Nashville, Tennessee |
37203 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (615) 732-6400
Not Applicable
(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 (see General Instruction A.2. below):
☐ |
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, $1.00 par value per share | CSTR | Nasdaq Global Select 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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 5, 2020, the Board of Directors (the Board) of CapStar Financial Holdings, Inc. (the Company) unanimously approved and adopted, subject to shareholder approval, an amendment to the Charter of the Company (the Amendment) that provides for an increase in the authorized number of shares of capital stock from 30,000,000 to 40,000,000, with 35,000,000 shares being common stock and 5,000,000 shares being preferred stock, and recommended that the Companys shareholders approve the Amendment at the 2020 annual meeting of the Companys shareholders (the 2020 Annual Meeting). As described below under Item 5.07, the Companys shareholders approved the Amendment at the 2020 Annual Meeting. Thereafter, the Company filed the Articles of Amendment to the Charter (the Articles) with the Secretary of State of the State of Tennessee (the TN SOS) on April 24, 2020, and, upon acceptance by the TN SOS, the Articles will be effective as of the date of filing.
The foregoing description of the Articles does not purport to be complete and is qualified in all respects by reference to the full text of the Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K (this Report) and which is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On April 24, 2020, the Company held the 2020 Annual Meeting at which the Companys shareholders (i) elected twelve (12) directors to serve as directors of the Company until the 2021 annual meeting of the Companys shareholders and until their successors have been duly elected and qualified, (ii) ratified the appointment of Elliott Davis, LLC as the Companys independent registered public accounting firm for the year ending December 31, 2020 and (iii) approved an amendment to the Charter of the Company to increase the number of authorized shares of the Companys capital stock from 30,000,000 to 40,000,000, with 35,000,000 shares being common stock and 5,000,000 shares being preferred stock (together, the Proposals). The Proposals presented at the 2020 Annual Meeting are described in more detail in the Companys Definitive Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on March 27, 2020 (the Proxy Statement). Holders of 15,974,687 shares of the Companys common stock, or 86.86% of the 18,392,336 shares of common stock that were issued and outstanding and entitled to vote, were represented by proxy at the 2020 Annual Meeting.
The following are the final voting results on the Proposals presented to the Companys shareholders at the 2020 Annual Meeting.
Proposal 1: Election of Directors
The Companys shareholders elected by the following vote each of the twelve (12) director nominees nominated by the Board to serve as directors of the Company until the 2021 annual meeting of the Companys shareholders and until their successors have been duly elected and qualified:
Director |
For | Withhold | Broker Non-Votes | |||||||||
Dennis C. Bottorff |
10,362,814 | 169,777 | 5,442,096 | |||||||||
L. Earl Bentz |
10,422,309 | 110,282 | 5,442,096 | |||||||||
Jeffrey L. Cunningham |
10,422,409 | 110,182 | 5,442,096 | |||||||||
Thomas R. Flynn |
10,417,365 | 115,226 | 5,442,096 | |||||||||
Louis A. Green III |
10,394,177 | 138,414 | 5,442,096 | |||||||||
Myra NanDora Jenne |
10,332,590 | 200,001 | 5,442,096 | |||||||||
Joelle J. Phillips |
10,427,274 | 105,317 | 5,442,096 | |||||||||
Dale W. Polley |
10,431,054 | 101,537 | 5,442,096 | |||||||||
Timothy K. Schools |
10,423,036 | 109,555 | 5,442,096 | |||||||||
Stephen B. Smith |
10,386,832 | 145,759 | 5,442,096 | |||||||||
James S. Turner, Jr. |
10,420,809 | 111,782 | 5,442,096 | |||||||||
Toby S. Wilt |
10,418,430 | 114,161 | 5,442,096 |
Proposal 2: Ratification of Elliott Davis, LLC as the Companys Independent Registered Public Accounting Firm
The Companys shareholders ratified the Audit Committees appointment of Elliott Davis, LLC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The table below sets forth the voting results for Proposal 2:
For |
Against |
Abstain |
Broker Non-Votes |
|||
15,914,087 |
58,729 | 1,871 | |
Proposal 3: Approval of Amendment to the Charter of CapStar Financial Holdings, Inc.
The Companys shareholders approved the Amendment. The table below sets forth the voting results for Proposal 3:
For |
Against |
Abstain |
Broker Non-Votes |
|||
15,252,616 |
710,876 | 11,195 | |
Item 9.01 |
Financial Statement and Exhibits. |
EXHIBIT INDEX
Exhibit
|
Description |
|
3.1 | Articles of Amendment to the Charter of CapStar Financial Holdings, Inc. |
SIGNATURES
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.
CAPSTAR FINANCIAL HOLDINGS, INC. | ||
By: |
/s/ Robert B. Anderson |
|
Robert B. Anderson | ||
Chief Financial Officer and | ||
Chief Administrative Officer |
Date: April 29, 2020
Exhibit 3.1
ARTICLES OF AMENDMENT TO
THE CHARTER OF
CAPSTAR FINANCIAL HOLDINGS, INC.
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the Articles of Amendment) to its Charter (the Charter):
1. The name of the corporation is CapStar Financial Holdings, Inc. (the Corporation).
2. Further, upon the effectiveness of these Articles of Amendment, the first sentence of Paragraph (a) of Article 2 of our Charter is hereby deleted in its entirety and replaced with the following:
(a) The total number of shares of capital stock which the Corporation has authority to issue is forty million (40,000,000) shares, of which thirty-five million (35,000,000) shares shall be common stock, $1.00 par value per share, and five million (5,000,000) shares shall be preferred stock, $1.00 par value per share.
3. These Articles of Amendment to the Charter were duly adopted by the Board of Directors of the Corporation on March 5, 2020 and by the requisite vote of the shareholders of the Corporation on April 24, 2020.
4. These Articles of Amendment shall be effective when filed with the Secretary of State of the State of Tennessee.
IN WITNESS WHEREOF, the undersigned has executed and delivered these Articles of Amendment this 24th day of April, 2020.
CAPSTAR FINANCIAL HOLDINGS, INC. | ||
By: |
/s/ Timothy K. Schools |
|
Name: | Timothy K. Schools | |
Title: | President and Chief Executive Officer |