CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The disclosure under the heading Section 8 Other Events Item
8.01. Other Events. Amendment to the CapStar Financial Holdings,
Inc. Stock Incentive Plan in this Current Report on Form 8-K
(this Report) is incorporated by reference into this Item 5.02.
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 May
24, 2017.At the Annual Meeting, the Companys shareholders (i)
elected eleven (11) directors and (ii) ratified the appointment
of Elliott Davis Decosimo, LLC as the Companys independent
registered public accounting firm.The Proposals presented at the
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 April 21,
2017 (the Proxy Statement).Holders of 8,722,386 shares of the
Companys common stock, or approximately 78% of the 11,220,607
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 Companys shareholders at the Annual Meeting.
Proposal 1:Election of Directors
The Companys shareholders elected by the following vote each of
the eleven (11) director nominees nominated by the Companys Board
of Directors (the Board) to serve as directors until the 2018
annual meeting of shareholders and until their successors have
been duly elected and qualified:
|
Director |
For |
Withhold |
Broker Non-Votes |
|
Dennis C. Bottorff |
7,190,935 |
8,456 |
1,522,995 |
|
L. Earl Bentz |
7,178,142 |
21,249 |
1,522,995 |
|
Thomas R. Flynn |
7,179,242 |
20,149 |
1,522,995 |
|
Julie D. Frist |
7,188,972 |
10,419 |
1,522,995 |
|
Louis A. Green, III |
7,177,743 |
21,648 |
1,522,995 |
|
Dale W. Polley |
7,189,872 |
9,519 |
1,522,995 |
|
Stephen B. Smith |
5,725,785 |
1,473,606 |
1,522,995 |
|
Richard E. Thornburgh |
7,189,972 |
9,419 |
1,522,995 |
|
Claire W. Tucker |
7,189,772 |
9,619 |
1,522,995 |
|
James S. Turner, Jr. |
7,188,972 |
10,419 |
1,522,995 |
|
Toby S. Wilt |
7,178,242 |
21,149 |
1,522,995 |
Proposal 2:Ratification of Elliott Davis Decosimo, LLC as the
Companys Independent Registered Public Accounting Firm
The Companys shareholders ratified the Audit Committees
appointment of Elliott Davis Decosimo, LLC as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017. The table below sets forth the voting
results for Proposal 2:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
8,198,269 |
510,555 |
13,562 |
Section 8 Other Events
Item 8.01. Other Events.
Committee Reassignments and Creation of Strategic Planning
Committee
The Board approved changes to the membership of certain of its
constituent committees (the Committee Reassignments) and approved
the creation of the Strategic Planning Committee.The following
table shows the membership of each of the constituent committees
of the Board after the Committee Reassignments and the creation
of the Strategic Planning Committee.
|
Name |
Audit |
Nominating, Governance and Community Affairs |
Compensation and Human Resources |
Credit |
Risk |
Strategic Planning Committee |
|
Dennis C. Bottorff |
X |
X |
X |
X* |
||
|
L. Earl Bentz |
X |
X |
||||
|
Thomas R. Flynn |
X* |
X |
||||
|
Julie D. Frist |
X* |
X |
X |
|||
|
Louis A. Green III |
X |
X |
||||
|
Dale W. Polley |
X |
X* |
X |
|||
|
Stephen B. Smith |
X |
X |
||||
|
Richard E. Thornburgh |
X |
X |
||||
|
Claire W. Tucker |
X |
X |
||||
|
JamesS. Turner, Jr. |
X* |
X |
||||
|
Toby S. Wilt |
X* |
X |
*Committee Chair
The duties and responsibilities of each committee other than the
Strategic Planning Committee are described in the Proxy
Statement.The Strategic Planning Committee will oversee the
Boards role in the Companys strategic planning process, focusing
on maintaining a direction that is sound in light of its
financial and human resources while optimizing its future
potential and providing sustainable, long-term returns to the
Companys shareholders. The Strategic Planning Committee will also
oversee the process and personnel involved in the Companys
strategic planning sessions, which includes the continuation of
an annual strategic planning session with the full Board, and
work with management, outside advisors and banking industry
experts to explore opportunities and facilitate discussions among
the Board and management concerning opportunities that are
financially attractive and support the Companys strategic vision.
In addition, the Strategic Planning Committee will oversee the
processes and personnel involved in implementing the various
components of the Companys strategic plan.
Adjustments to Board Compensation
The Board made the following changes to the compensation to be
paid to certain of the Companys non-employee directors serving in
the positions described below, effective May 24, 2017 following
the Annual Meeting.
|
$37,500 annual retainer for each of the Vice Chairs of |
|
In addition to the existing $75,000 annual retainer for |
|
$500 for each meeting of the Strategic Planning Committee |
Amendment to the CapStar Financial Holdings, Inc. Stock Incentive
Plan
The Board approved an amendment to the CapStar Financial
Holdings, Inc. Stock Incentive Plan(the Amendment) that enables
the Companys non-employee directors to make an election to
receive shares of the Companys common stock in lieu of cash.
Currently, 50% of each directors Board compensation is paid in
the form of the Companys common stock. This Amendment election
enables a non-employee director to receive up to 50% of Board
compensation in the form of the Companys common stock.
The foregoing description of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Amendment that is filed as Exhibit 10.1 to this
Report and that is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01.Financial Statements and Exhibits.
|
(d) |
Exhibits. |
Exhibit 10.1First Amendment to the CapStar Financial Holdings,
Inc. Stock Incentive Plan
About CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR)
CapStar Financial Holdings, Inc. is a bank holding company. The Company operates primarily through its subsidiary, CapStar Bank. CapStar Bank is a commercial bank. The Company’s lines of business include commercial and industrial, commercial real estate, healthcare, correspondent banking, personal and private banking and wealth management, and mortgage banking. Its products and services include commercial and industrial loans to small and medium sized businesses, with a particular focus on businesses operating in the healthcare industry; commercial real estate loans; private banking and wealth management services for the owners and operators of business clients and other high net worth individuals, and correspondent banking services. As of June 30, 2016, the Company had seven locations, five of which are retail bank branches and two of which are mortgage origination offices. CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Recent Trading Information
CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) closed its last trading session down -0.01 at 18.43 with 8,198 shares trading hands.
