UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 16, 2019
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TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| | | | |
| Pennsylvania | | 001-35913 | | 20-4929029 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| One Oxford Centre |
| 301 Grant Street, Suite 2700 |
| Pittsburgh, Pennsylvania 15219 |
| (Address of principal executive offices, and zip code) |
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(412) 304-0304 |
| (Registrant's telephone number, including area code) |
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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 (see General Instruction A.2. below):
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| |
| ¨ | 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:
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| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | TSC | | Nasdaq Global Select Market |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock | | TSCAP | | Nasdaq Global Select Market |
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Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).
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.
On May 16, 2019, TriState Capital Holdings, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected E.H. (Gene) Dewhurst, A. William Schenck III and John B. Yasinsky to the Board of Directors for terms expiring in 2023; (2) approved the compensation of the Company’s named executive officers on an advisory basis; (3) approved annual advisory votes on executive compensation; and (4) approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final results of voting on each of the matters submitted to a vote of the Company's shareholders during the annual meeting are as follows.
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| | | | | | | | | | |
| 1. Election of Directors | | | For | | Withheld | | Broker Non-Votes |
| E.H. (Gene) Dewhurst | | | 25,452,391 |
| | 750,641 |
| | 1,625,109 |
|
| A. William Schenck III | | | 24,830,840 |
| | 1,372,192 |
| | 1,625,109 |
|
| John B. Yasinsky | | | 24,929,415 |
| | 1,273,617 |
| | 1,625,109 |
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|
| | | | | | | | | | |
| | | | For | | Against | | Abstain |
| 2. Advisory vote on the compensation of our named executive officers | | | 24,906,050 |
| | 616,475 |
| | 680,507 |
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| | | | | | | | | | | |
| | One Year | | Two Years | | Three Years | | Abstain |
| 3. Advisory vote on the frequency of future advisory votes on executive compensation | 23,650,997 |
| | 178,678 |
| | 2,162,967 |
| | 210,390 |
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| | | | | | | | | | |
| | | | For | | Against | | Abstain |
| 4. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019 | | | 27,697,870 |
| | 32,685 |
| | 97,586 |
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In light of the shareholder vote on the advisory proposal regarding the frequency of future advisory votes on executive compensation and the Company’s Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation on an annual basis, the Company will hold such vote on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation.
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.
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| TRISTATE CAPITAL HOLDINGS, INC. |
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| By: | /s/ James F. Getz |
| | James F. Getz |
| | Chairman, President and Chief Executive Officer |
| | |
Date: May 20, 2019
