CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

CAPSTAR FINANCIAL HOLDINGS, INC. (NASDAQ:CSTR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03

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.

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, wererepresented 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:

EXHIBIT INDEX

3.1		Articles of Amendment to the Charter of CapStar Financial Holdings, Inc.