Texas Capital Bancshares Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten directors — Paola M. Arbour, Jonathan E. Baliff, Ranjana B. Clark, Rob C. Holmes, David S. Huntley, Thomas E. Long, Mark W. Midkiff, Steven P. Rosenberg, Dale W. Tremblay, and Laura L. Whitley — each to serve until the 2027 annual meeting.

2. 2

   Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Approval of the Company’s Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers (Say-on-Pay).

   More detail

   Proposal asks stockholders to approve, on a non-binding basis, the 2025 compensation of NEOs as disclosed in the proxy; management seeks endorsement to validate its pay-for-performance approach following a 47% support in 2025; the Board recommends FOR, citing alignment with strategy, changes made after stockholder feedback, retention considerations including targeted one-time awards in prior years, and rigorous clawback/ownership policies; a FOR vote signals shareholder acceptance of current compensation design and will inform future decisions.

4. 4

   Approval of the Redomestication of the Company from Delaware to Texas by Conversion

   ManagementBoard: FOR

   Approve conversion-based redomestication of the company’s legal domicile from Delaware to Texas, adopting Texas Certificate of Formation and Bylaws, and the Plan of Conversion.

   More detail

   This management proposal requests shareholder approval to convert the company’s legal domicile from Delaware to Texas via a statutory conversion, adopting new Texas governing documents (certificate of formation and bylaws). Management argues the redomestication aligns legal domicile with the firm’s operational base in Texas, may save approximately $200,000 annually in Delaware franchise taxes, and could reduce litigation exposure and associated costs due to Texas Law Amendments codifying the business judgment rule, permitting ownership thresholds for derivative suits, and allowing exclusive forum and jury-waiver provisions. The board highlights operational nexus to Texas, potential cost savings, and regulatory/ legal benefits such as clearer standards for director decisionmaking and feasibility to limit opportunistic litigation; it also notes steps taken to preserve shareholder economic and voting rights in the proposed Texas documents and that the conversion will not change business operations, headquarters or SEC reporting. The board evaluated risks including possible litigation in Delaware challenging the conversion and the loss of Delaware case‑law precedent, and considered the potential reaction from investors and proxy advisors; it concluded benefits outweigh risks and unanimously recommends FOR. The proposal includes verbatim charter/bylaw changes, an ownership threshold for derivative suits (1%), and an advisory follow-on vote (Proposal Five) to opt into Texas statute raising the threshold for shareholder proposals to 3%. The conversion requires a majority of outstanding shares to approve and, if approved, the board will effect filings to complete the conversion, subject to customary consents and regulatory approvals when required.

5. 5

   Advisory Approval of Increasing the Threshold to Submit Stockholder Proposals

   ManagementBoard: FOR

   Advisory vote to allow the Board to opt into Texas law (Section 21.373) to require a 3% ownership threshold or $1,000,000 and six months holding period (with solicitation requirement) to submit proposals to be voted at shareholder meetings.

   More detail

   Proposal seeks advisory approval for the Board to opt into Texas law authorizing a 3% ownership (or $1,000,000) threshold and six‑month holding requirement (plus 67% solicitation requirement) for shareholders or groups to submit proposals for a vote at shareholder meetings. Management frames this as a method to reduce low‑merit proposals from small, short‑term holders, encourage consolidation of material long‑term investors, reduce legal and administrative costs associated with repeated or frivolous proposals, and allow the company to focus on strategic execution. It emphasizes that director nominations and Rule 14a‑8 proxy submissions are unaffected. The board will consider stockholder feedback and may pursue the formal charter amendment if the advisory vote is favorable; the measure is non‑binding but intended to align governance with Texas statute 21.373. The board recommends FOR.

6. 6

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Authorize the meeting Chair to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are insufficient votes to adopt any of Proposals 2-5.

   More detail

   Proposal asks shareholders to permit adjournment of the meeting if there are insufficient votes to adopt one or more of Proposals 2-5, enabling the Company to solicit additional proxies; management recommends FOR to preserve the ability to reconvene and continue solicitation if needed.

Upcoming shareholder meetings at Texas Capital Bancshares Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Texas Capital Bancshares Inc 2026 annual meeting?

Texas Capital Bancshares Inc (TCBI) holds its 2026 annual shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Texas Capital Bancshares Inc 2026 meeting?

The record date for the Texas Capital Bancshares Inc 2026 meeting is Friday, February 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Texas Capital Bancshares Inc's 2026 meeting?

The board is presenting 10 director nominees at the Texas Capital Bancshares Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Texas Capital Bancshares Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Texas Capital Bancshares Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.