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 30, 2019 (April 25, 2019)
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)) |
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. ☒
Section 5 - Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 25, 2019, CapStar Financial Holdings, Inc. (the “Company”) held its 2019 annual meeting of shareholders (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the Company’s shareholders (i) elected thirteen (13) directors and (ii) ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (the “Proposals”). The Proposals presented at the 2019 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 20, 2019 (the “Proxy Statement”). Holders of 15,575,978 shares of the Company’s common stock, or approximately 88.09% of the 17,682,677 shares of common stock that are issued and outstanding and entitled to vote, were present in person or represented by proxy at the 2019 Annual Meeting.
The following are the final voting results on the Proposals presented to the Company’s shareholders at the 2019 Annual Meeting.
| Proposal 1: | Election of Directors |
The Company’s shareholders elected by the following vote each of the thirteen (13) director nominees nominated by the Company’s Board of Directors to serve as directors until the 2020 annual meeting of shareholders and until their successors have been duly elected and qualified:
| Director |
For | Withhold | Broker Non-Votes | |||
| Dennis C. Bottorff |
12,086,621 | 283,216 | 3,206,141 | |||
| L. Earl Bentz |
12,133,635 | 236,202 | 3,206,141 | |||
| Jeffrey L. Cunningham |
12,104,825 | 265,012 | 3,206,141 | |||
| Thomas R. Flynn |
12,091,867 | 277,970 | 3,206,141 | |||
| Julie D. Frist |
12,091,338 | 278,499 | 3,206,141 | |||
| Louis A. Green III |
12,135,201 | 234,636 | 3,206,141 | |||
| Myra NanDora Jenne |
12,096,678 | 273,159 | 3,206,141 | |||
| Dale W. Polley |
12,115,998 | 253,839 | 3,206,141 | |||
| Stephen B. Smith |
12,112,757 | 257,080 | 3,206,141 | |||
| Richard E. Thornburgh |
12,108,434 | 261,403 | 3,206,141 | |||
| Claire W. Tucker |
11,939,760 | 430,077 | 3,206,141 | |||
| James S. Turner, Jr. |
12,095,352 | 274,485 | 3,206,141 | |||
| Toby S. Wilt |
12,126,052 | 243,785 | 3,206,141 |
| 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, 2019. The table below sets forth the voting results for Proposal 2:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 15,529,931 | 38,695 | 7,352 | — |
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 30, 2019