2 unchanged sentences
Management, with the supervision and participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the 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.
−Removed: Based upon that evaluation, the Company has concluded that, as of the end of such period, disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in the reports that the Company files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in the reports that the Company files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in the 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.
+Added: There were no changes in the 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, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
11 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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, 2022, and 2021, 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, 2022, and the related notes and our report dated February 9, 2023, expressed an unqualified opinion thereon.
+Added: 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, 2023 and 2022, the related consolidated statements of income and other comprehensive income/(loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 13, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
42 unchanged sentences
3.7 Certificate of Designation of 5.75% Non-Cumulative Perpetual Preferred Stock, Series B, which is incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 3, 2021
−Removed: 4.1 Description of Capital Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to the Company’s Current Repo;rt on Form 8-K dated April 19, 2022
+Added: 4.1 Description of Capital Stock registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 19, 2022
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 the Company’s Current Report on Form 8-K dated December 4, 2002
39 unchanged sentences
4.26 Purchase Agreement dated as of September 5, 2022 by and between AFCO Credit Corporation and Texas Capital Bank, which is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-d dated September 8, 2022
−Removed: 10.1 Executive Employment Agreement, dated as of October 25, 2020, between Texas Capital Bancshares, Inc.
+Added: 10.1 Amended and Restated Employment Agreement, dated as of January 23, 2023, between Texas Capital Bancshares, Inc.
and Robert C.
−Removed: Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 27, 2020+
+Added: Holmes, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 27, 2023+
10.2 Form of Indemnity Agreement for directors and officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K dated February 21, 2014+
−Removed: 10.3 Amended and Restated Executive Employment Agreement dated May 30, 2017, between Texas Capital Bancshares, Inc.
−Removed: and Julie Anderson, which is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 1, 2017+
10.3 Texas Capital Bancshares, Inc.
Amended and Restated 2006 Employee Stock Purchase Plan, which is incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K dated February 9, 2021+
−Removed: 10.5 Texas Capital Bancshares, Inc.
−Removed: 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 21, 2015+
10.4 Third Amended and Restated Texas Capital Bancshares, Inc.
1 unchanged sentence
10.5 Texas Capital Bancshares, Inc.
−Removed: Amended and Restated 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated April 19, 2018+
−Removed: 10.8 Texas Capital Bancshares, Inc.
2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 20, 2022+
−Removed: 10.9 Form of Stock Appreciation Rights Agreement under the Texas Capital Bancshares, Inc.
−Removed: 2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K dated February 21, 2014+
10.6 Form of 2020 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.
−Removed: 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated April 18, 2019+
−Removed: 10.11 Form of 2020 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.
2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K dated February 9, 2021+
10.7 Form of 2021 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.
−Removed: 2015 Long-Term Incentive Plan , which is incorporated by reference to Exhibit 10.12 to the Company ’ s Annual Report on Fo r m 10-K dated February 9, 2022 +
+Added: 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K dated February 9, 2022+
10.8 Form of 2022 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
2 unchanged sentences
2015 Lon-Term Incentive Plan, which is incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated April 21, 2022+
−Removed: 10.15 Transition Agreement, dated as of February 4, 2022, between Texas Capital Bancshares, Inc.
−Removed: Anderson , which is incorporated by reference to Exhibit 10.13 to the Company ’ s Annual Report on Form 10-K dated February 9, 2022 +
+Added: 10.10 Form of 2023 Time-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan , which is incorporated by reference to Ex hibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q dated April 20, 2023 +
+Added: 10.11 Form of 2023 Performance-Based Award Agreement pursuant to the Texas Capital Bancshares, Inc.
+Added: 2022 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated April 20, 2023+
10.12 Key Executive Severance Policy, which is incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K dated February 9, 2022+
6 unchanged sentences
32.2 Section 1350 Certification of Chief Financial Officer**
+Added: P olicy Relating to Recovery of Erroneously Awarded Compensation*
101.INS XBRL Instance Document*
12 unchanged sentences
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.
−Removed: February 9, 2023 /S/ LARRY L.
+Added: February 13, 2024 /S/ ROBERT W.
Chairman of the Board and Director
13 unchanged sentences
February 13, 2024 /S/ THOMAS E.
−Removed: February 9, 2023 /S/ ELYSIA H.
+Added: February 13, 2024 /S/ ELYSIA HOLT RAGUSA
+Added: Elysia Holt Ragusa
February 13, 2024 /S/ STEVEN P.
−Removed: February 9, 2023 /S/ ROBERT W.
February 13, 2024 /S/ DALE W.
+Added: February 13, 2024 /S/ LAURA L.
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.