cstr-8k_20210423.htm
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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 28, 2021 (April 23, 2021)

______________________________


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

 

 

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 Exchange 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.

 

 


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Section 5 – Corporate Governance and Management

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The annual meeting of shareholders (the “Annual Meeting”) of CapStar Financial Holdings, Inc. (the Company”) was held on April 23, 2021. At the Annual Meeting, the Company’s shareholders (i) elected twelve (12) directors, (ii) ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm, and (iii) approved the CapStar Financial Holdings, Inc. 2021 Stock Incentive Plan (the “Stock Incentive Plan”). The Proposals presented at the 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 26, 2021 (the “Proxy Statement”). Holders of 18,294,338 shares of the Company’s common stock, or approximately 82.9% of the 22,078,293 shares of common stock that are issued and outstanding and entitled to vote, were present in person or represented by proxy at the Annual Meeting.

The following are the final voting results on the Proposals presented to the Company’s shareholders at the Annual Meeting.

Proposal 1:    Election of Directors

At the Annual Meeting, twelve (12) Directors were recommended for election to serve on the Company’s Board of Directors (the “Board”) until the 2022 Annual Meeting of Shareholders and until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Former directors Dale W. Polley and Jeffrey L. Cunningham did not stand for re-election and retired from our Board at the Annual Meeting. The Company’s shareholders elected by the following vote each of the twelve (12) director nominees nominated by the Company’s Board to serve as directors until the 2022 annual meeting of shareholders and until their successors have been duly elected and qualified:

 

Director

 

For

 

 

Withhold

 

 

Broker Non-Votes

 

Dennis C. Bottorff

 

 

12,351,142

 

 

 

324,750

 

 

 

5,618,446

 

L. Earl Bentz

 

 

12,572,529

 

 

 

103,363

 

 

 

5,618,446

 

Sam B. DeVane

 

 

12,483,301

 

 

 

192,591

 

 

 

5,618,446

 

Thomas R. Flynn

 

 

12,501,641

 

 

 

174,251

 

 

 

5,618,446

 

Louis A. Green III

 

 

12,602,757

 

 

 

73,135

 

 

 

5,618,446

 

Valora S. Gurganious

 

 

12,476,578

 

 

 

199,314

 

 

 

5,618,446

 

Myra NanDora Jenne

 

 

12,531,426

 

 

 

144,466

 

 

 

5,618,446

 

Joelle J. Phillips

 

 

12,404,994

 

 

 

270,898

 

 

 

5,618,446

 

Timothy K. Schools

 

 

12,128,827

 

 

 

547,065

 

 

 

5,618,446

 

Stephen B. Smith

 

 

12,551,220

 

 

 

124,672

 

 

 

5,618,446

 

James  S. Turner, Jr.

 

 

12,551,220

 

 

 

124,672

 

 

 

5,618,446

 

Toby S. Wilt

 

 

12,295,829

 

 

 

380,063

 

 

 

5,618,446

 

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, 2021. The table below sets forth the voting results for Proposal 2:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

18,231,582

 

 

 

56,099

 

 

 

6,657

 

 

 

 

 

Proposal 3:    Approval of an amendment to the Company’s Stock Incentive Plan

The Company’s shareholders approved the Stock Incentive Plan. The table below sets forth the voting results for Proposal 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

11,943,377

 

 

 

711,741

 

 

 

20,774

 

 

 

5,618,446

 

 


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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/ Denis J. Duncan

 

Denis J. Duncan

 

Chief Financial Officer

 

 

 

Date: April 28, 2021

 

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