UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): April 26, 2019 (April 25, 2019)
CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 001-37886 | 81-1527911 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1201 Demonbreun Street, Suite 700 Nashville, Tennessee | 37203 | |||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (615)732-6400
Check the appropriate box below if the Form8-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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)
☐Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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) orRule 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. ☒
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
The information disclosed under Item 8.01 of this Current Report on Form8-K (this “Report”) is incorporated by reference into this Item 7.01. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
Section 8 – Other Events
Item 8.01. Other Events.
On April 25, 2019, CapStar Financial Holdings, Inc. (the “Company”) announced that its board of directors (the “Board”) approved an increase of its regular quarterly dividend from $0.04 per share to $0.05 per share. The Company issued a press release announcing that the quarterly cash dividend of $0.05 per share would be paid on May 24, 2019 to shareholders of record as of May 10, 2019. The Company currently expects that, subject to regulatory requirements and restrictions, comparable quarterly cash dividends will continue to be paid in the future.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit | Description | |
99.1 | Press release issued on April 25, 2019 by CapStar Financial Holdings, Inc. |
Forward-Looking Statements
This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the Company’s ability to pay a regular quarterly dividend in the future. Forward-looking statements are subject to many risks and uncertainties, including, but not limited to, the risks detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s Annual Report on Form10-K for the year ended December 31, 2018 under the headings “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” and in the Company’s Quarterly Reports on Form10-Q and Current Reports on Form8-K. The Company cautions you that the forward-looking statements included in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.
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 hereunto duly authorized.
CAPSTAR FINANCIAL HOLDINGS, INC. | ||
By: | /s/ Robert B. Anderson | |
Robert B. Anderson Chief Financial Officer and Chief Administrative Officer |
Date: April 26, 2019