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Item 9A. Controls and Procedures

2021-02-09 compared with 2020-02-12 · 48 added, 53 removed, 138 unchanged (42% of the section changed)

2 unchanged sentences

Our management, with the supervision and participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.

required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, we have concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except the following:

During the three months ended March 31, 2019, we converted to a new loan servicing system to replace the existing platform that serviced our $17.1 billion loans held for investment portfolio, excluding mortgage finance loans.

The new system was subject to various testing and review procedures before, during and after implementation.

As a result of this implementation, we made changes to our processes and procedures which, in turn, resulted in changes to our internal control over financial reporting, including the implementation of additional controls.

Management’s Report on Internal Control over Financial Reporting

3 unchanged sentences

Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2020.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 .

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Texas Capital Bancshares, Inc.

To the Stockholders and the Board of Directors of Texas Capital Bancshares, Inc.

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income and other comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and our report dated February 12, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and other comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 9, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to Texas Capital Bancshares, Inc.’s directors, executive officers, code of ethics, audit committee and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance will be included in an amendment to this Annual Report on Form 10-K/A filed within 120 days after the end of our 2019 fiscal year.

Information required by this item is set forth in our definitive proxy materials regarding our annual meeting of stockholders to be held April 20, 2021, which proxy materials will be filed with the SEC no later than March 11, 2021.

EXECUTIVE COMPENSATION

The information required by this item relating to compensation of our directors and executive officers will be included in an amendment to this Annual Report on Form 10-K/A filed within 120 days after the end of our 2019 fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item relating to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans will be included in an amendment to this Annual Report on Form 10-K/A filed within 120 days after the end of our 2019 fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item relating to security ownership of certain relationships and related transactions and director independence will be included in an amendment to this Annual Report on Form 10-K/A filed within 120 days after the end of our 2019 fiscal year.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item relating to principal accountant fees and services will be included in an amendment to this Annual Report on Form 10-K/A filed within 120 days after the end of our 2019 fiscal year.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

and Independent Bank Group, Inc., incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed December 13, 2019

2.2 Mutual Termination Agreement dated as of May 22, 2020, between Texas Capital Bancshares, Inc.

and Independent Bank Group, Inc.

which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020

3.1 Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our registration statement on Form 10 dated August 24, 2000

3 unchanged sentences

3.5 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 30, 2008

Amendment to amended and Restated Bylaws of Texas Capital Bancshares, Inc.

which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated July 11, 2019

3.6 Amend ed and Restated Bylaws of Texas Capital Bancshares, Inc.

which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 22, 2020

3.7 Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.1 to our Current Report on form 8-K dated March 28, 2013

Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current report on Form 8-K dated March 28, 2013

Description of our common stock and 6.5% Non-Cumulative Perpetual Preferred Stock, Series A, which are registered pursuant to Section 12 of the Securities Exchange Act of 1934*

3.8 Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current R eport on Form 8-K dated March 28, 2013

4.1 Description of our common stock and 6.5% Non-Cumulative Perpetual Preferred Stock, Series A, which are registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K dated February 12, 2020

4.2 Placement Agreement by and between Texas Capital Bancshares Statutory Trust I and SunTrust Capital Markets, Inc., which is incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated December 4, 2002

39 unchanged sentences

dated December 18, 2014, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2014+

10.2 Letter Agreement dated as of May 25, 2020, between C.

Keith Cargill and Texas Capital Banchares, Inc.

which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020

10.3 Letter Agreement, dated as of October 25, 2020, between Texas Capital Bancshares, Inc.

and Robert C.

Holmes, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 27, 2020

10.4 Form of Amended and Restated Executive Employment Agreement for executive officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated December 18, 2014+

7 unchanged sentences

10.9 Form of Executive Employment Agreement for executive officers of Texas Capital Bancshares, Inc.

, which is incorporated by reference to Exhibit 10.7 to our Annual Re port on Form 10-K dated February 12, 2020 +

10.10 Texas Capital Bancshares, Inc.

2006 Employee Stock Purchase Plan, which is incorporated by reference to Exhibit 10.1 to our Form 8-K dated February 2, 2006+

Amended and Restated 2006 Employee Stock Purchase Plan*

10.11 Texas Capital Bancshares, Inc.

2 unchanged sentences

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 21, 2015+

Texas Capital Bancshares, Inc.

Nonqualified Deferred Compensation Plan, which is incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K dated February 17, 2017+

10.13 Third Amended and Restated Texas Capital Bancshares, Inc.

Nonqualified Deferred Compensation Plan*

10.14 Texas Capital Bancshares, Inc.

12 unchanged sentences

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated April 18, 2019+

10.21 Form of 2020 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan+*

21 Subsidiaries of the Registrant*

4 unchanged sentences

32.2 Section 1350 Certification of Chief Financial Officer**

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase Document*

101.INS XBRL Instance Document*

101.SCH XBRL Taxonomy Extension Schema Document*

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB XBRL Taxonomy Extension Label Linkbase Document*

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith

2 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) 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.

February 12, 2020

TEXAS CAPITAL BANCSHARES, INC.

KEITH CARGILL

Keith Cargill

February 9, 2021 TEXAS CAPITAL BANCSHARES, INC.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 12, 2020

February 9, 2021 /S/ LARRY L.

Chairman of the Board and Director

February 12, 2020

/S/ JULIE ANDERSON

Julie Anderson

February 9, 2021 /S/ JULIE L.

Chief Financial Officer

(principal financial officer)

February 12, 2020

/S/ ELLEN DETRICH

February 9, 2021 /S/ ELLEN DETRICH

Ellen Detrich

Controller and Chief Accounting Officer

(principal accounting officer)

February 12, 2020

/S/ JONATHAN E.

February 12, 2020

/S/ CHARLES S.

February 12, 2020

/S/ ELYSIA H.

February 12, 2020

/S/ STEVEN P.

February 12, 2020

/S/ ROBERT W.

February 12, 2020

/S/ PATRICIA A.

February 9, 2021 /S/ JONATHAN E.

February 9, 2021 /S/ JAMES H.

February 9, 2021 /S/ DAVID S.

February 9, 2021 /S/ CHARLES S.

February 9, 2021 /S/ ELYSIA H.

February 9, 2021 /S/ STEVEN P.

February 9, 2021 /S/ ROBERT W.

February 9, 2021 /S/ DALE W.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures