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

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 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 21, 2022. At the Annual Meeting, the Company’s shareholders (i) elected eleven (11) directors, (ii) approved, on a non-binding, advisory basis, the compensation paid to our named executive officers, (iii) voted, on a non-binding advisory basis, on how often we will hold advisory votes on the compensation paid to our named executive officers and (iv) ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm. 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 10, 2022 (the “Proxy Statement”). Holders of 18,737,300 shares of the Company’s common stock, or approximately 84.3% of the 22,226,070 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, eleven (11) Directors were recommended for election to serve on the Company’s Board of Directors (the “Board”) until the 2023 Annual Meeting of Shareholders and until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Former Chairman Dennis C. Bottorff 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 eleven (11) director nominees nominated by the Company’s Board to serve as directors until the 2023 annual meeting of shareholders and until their successors have been duly elected and qualified:

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

The Company's shareholders approved, on a non-binding advisory basis, executive officer compensation. The voting results were as follows:

Proposal 3: Advisory Vote on Frequency of Say-On-Pay Vote

The Company's shareholders selected, on a non-binding advisory basis, every one year as the frequency with which the Company should hold votes on executive officer compensation. The voting results were as follows:

Proposal 4: Ratification of Elliott Davis, LLC as the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the Board’s appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:

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 thereunto duly authorized.