Form 8-K - Current report

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): May 10, 2024

TEXAS CAPITAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34657	75-2679109
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.

(Address of principal executive offices)

75201

(Zip Code)

Registrant’s telephone number, including area code: (214) 932-6600

N/A

(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:


☐			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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TCBI

Nasdaq Stock Market

5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share

TCBIO

Nasdaq Stock 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2024, the Board of Directors (the “Board”) of Texas Capital Bancshares, Inc. (the “Company”) elected Mark Midkiff as a member of the Board, effective June 1, 2024. Mr. Midkiff will also serve as a member of the Board’s Risk Committee.

Mr. Midkiff served as the Chief Risk Officer of KeyCorp, the parent of Key Bank, a large regional bank with over $180 billion in assets, from 2018 until December 2023, and subsequently in a transition capacity until his retirement earlier this year. Mr. Midkiff joined KeyCorp from BB&T where he served as Deputy Chief Credit Officer. Prior to that role, Mr. Midkiff served as Global Chief Risk Officer and Board Director for GE Capital and Chief Risk Officer for MUFG Union Bank. Mr. Midkiff brings to the Board over thirty years of experience in risk management, including at some of the largest regional banks in the country.

Mr. Midkiff will receive cash and equity compensation commensurate with that received by the Company’s other non-management directors, as described in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2024. The Company will enter into a standard director indemnity agreement with Mr. Midkiff, a form of which was filed with the SEC as Exhibit 10.14 to the Company’s Annual Report on Form 10-K on February 21, 2014. Mr. Midkiff qualifies as an “independent” director under the Nasdaq Marketplace Rules and the Company’s Corporate Governance Guidelines.

A copy of the press release announcing Mr. Midkiff’s election to the Board is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated May 16 , 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date:

May 16, 2024

TEXAS CAPITAL BANCSHARES, INC.

By:

/s/ J. Matthew Scurlock

J. Matthew Scurlock
Chief Financial Officer

INVESTOR CONTACT

Jocelyn Kukulka, 469.399.8544

jocelyn.kukulka@texascapitalbank.com

MEDIA CONTACT

Julia Monter, 469.399.8425

julia.monter@texascapitalbank.com

FOR IMMEDIATE RELEASE

Texas Capital Bancshares, Inc. Appoints Mark Midkiff to Board of Directors

DALLAS - May 16, 2024 - Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital, today announced the appointment of Mark Midkiff to its Board of Directors, effective June 1, 2024. Midkiff will also serve as a member of the Board’s Risk Committee.

Midkiff brings nearly three decades of experience to Texas Capital. Most recently, Midkiff served as chief risk officer at KeyCorp where he reported directly to the CEO. In this role, he oversaw comprehensive risk management functions, including enterprise, credit, market, compliance and operational risk. Midkiff also served as chairman of KeyBank National Association and as a member of KeyCorp's executive leadership team and executive council.

Midkiff joined KeyCorp from BB&T where he served as deputy chief credit officer. Prior to this, he served as the global chief risk officer at GE Capital, where he transformed the Global Risk Management division during a major organizational restructuring. He led and evolved risk functions within all business units, directing a diverse team of chief risk officers across 20 countries. Midkiff currently serves on the Advisory Council of the International Association of Credit Portfolio Managers and is a board and executive committee member of ProSight (formerly the Risk Management Association).

Midkiff earned a Bachelor of Science in Business Administration and Management from the University of North Carolina at Chapel Hill. He also attended Wachovia’s Executive Leadership Program at Duke University and The Wharton/RMA Executive Risk Management Program.

“We are honored to have Mark join our board,” said Rob C. Holmes, president & CEO of Texas Capital. “Mark’s extensive experience in risk management and his proven track record of strategic leadership will be instrumental as we navigate the ever-evolving macroeconomic landscape and drive sustainable growth at Texas Capital. I look forward to working closely with him for years to come.”

Texas Capital Bancshares, Inc.

Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank d/b/a Texas Capital, is a full-service financial services firm that delivers customized solutions to businesses, entrepreneurs, and individual customers. Founded in 1998, the institution is headquartered in Dallas with offices in Austin, Houston, San Antonio, and Fort Worth and has built a network of clients across the country. With the ability to

service clients through their entire lifecycles, Texas Capital has established commercial banking, consumer banking, investment banking, and wealth management capabilities. All services are subject to applicable laws, regulations, and service terms. Member FDIC. For more information, please visit www.texascapital.com.

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Document And Entity Information Document	May 10, 2024
Entity Information [Line Items]
Entity Registrant Name	TEXAS CAPITAL BANCSHARES INC/TX
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Written Communications	false
Document Type	8-K
Document Period End Date	May 10, 2024
Entity Address, Address Line One	2000 McKinney Avenue
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	932-6600
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	001-34657
Entity Tax Identification Number	75-2679109
Entity Central Index Key	0001077428
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	TCBI
Security Exchange Name	NASDAQ
Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share
Trading Symbol	TCBIO
Security Exchange Name	NASDAQ