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): 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)

Registrant’s 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 Company’s shareholders approve the Amendment at the 2020 annual meeting of the Company’s shareholders (the “ 2020 Annual Meeting ”). As described below under Item 5.07, the Company’s 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 Company’s shareholders (i) elected twelve (12) directors to serve as directors of the Company until the 2021 annual meeting of the Company’s shareholders and until their successors have been duly elected and qualified, (ii) ratified the appointment of Elliott Davis, LLC as the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s shareholders at the 2020 Annual Meeting.

Proposal 1:    Election of Directors

The Company’s 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 Company’s 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 Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the Audit Committee’s appointment of Elliott Davis, LLC as the Company’s 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 Company’s 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
No.

  

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

EX-3.1

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 24 th day of April, 2020.

 

CAPSTAR FINANCIAL HOLDINGS, INC.
By:  

/s/ Timothy K. Schools

Name:   Timothy K. Schools
Title:   President and Chief Executive Officer