UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): January 4, 2019 (December 28, 2018)

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (615) 732-6400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2018, Claire W. Tucker entered into an Amendment to the Seventh Amended and Restated Executive Employment Agreement (the “Tucker Amendment”) with CapStar Financial Holdings, Inc. (the “Company”) and CapStar Bank (the “Bank”) that is effective as of December 28, 2018. Pursuant to the Tucker Amendment, Ms. Tucker’s base salary will increase to $525,000 per annum, effective January 1, 2019, and the parties anticipate that Ms. Tucker will continue employment with the Company through May 31, 2019.

On December 28, 2018, Robert B. Anderson entered into a Fourth Amended and Restated Executive Employment Agreement (the “Anderson Amended and Restated Agreement”) with the Company and the Bank that is effective as of December 28, 2018. Pursuant to the Anderson Amended and Restated Agreement, Mr. Anderson’s base salary will increase to $355,000 per annum, effective January 1, 2019, and he will be eligible to receive an annual bonus of up to 40% of his base salary, subject to the terms and conditions set forth annually by the Board of Directors of the Company (the “Board”) pursuant to any bonus plan that may be adopted by the Board. Additionally, as additional consideration for Mr. Anderson’s services to the Bank, the Bank has awarded to Mr. Anderson 5,600 shares of common stock of the Company, which is subject to repayment of the cash value on a pro rata basis if Mr. Anderson is terminated for cause or resigns within three years of the date of the Anderson Amended and Restated Agreement. Such award will be fully vested upon issuance and subject to the terms of the CapStar Financial Holdings, Inc. Stock Incentive Plan and a separate Restricted Stock Agreement between Executive and the Company, dated December 28, 2018, filed as Exhibit 10.3 hereto (the “Anderson Restricted Stock Agreement”). The Bank will advance funds necessary for payment of all taxes and withholdings due upon the issuance of the award under a three-year forgivable loan described in a separate Promissory Note between the Bank and Mr. Anderson, dated December 28, 2018, that is filed as Exhibit 10.4 hereto (the “Anderson Promissory Note”). Pursuant to the terms of the Anderson Promissory Note, which is subject to the terms and provisions of the Anderson Amended and Restated Agreement, the principal sum of $29,600.00 will be paid by the Bank and forgiven on a pro rata basis over a period of three years.

Additional terms provided for under the Anderson Amended and Restated Agreement are as follows:

On December 28, 2018, Christopher Tietz entered into a Second Amended and Restated Executive Employment Agreement (the “Tietz Amended and Restated Agreement”) with the Bank that is effective as of December 28, 2018. Pursuant to the Tietz Amended and Restated Agreement, Mr. Tietz’s base salary will increase to $315,000 per annum, effective January 1, 2019, and Mr. Tietz will be eligible to receive an annual bonus of up to 40% of his base salary, subject to the terms and conditions set forth annually by the Board of Directors of the Bank (the “Bank Board”) pursuant to any bonus plan that may be adopted by the Bank Board. Additionally, as additional consideration for Mr. Tietz’s services to the Bank, the Bank has awarded to Mr. Tietz 13,800 shares of common stock of the Company, which is subject to repayment of the cash value on a pro rata basis if Mr. Tietz is terminated for cause or resigns within three years of the Tietz Amended and Restated Agreement. Such award will be fully vested upon issuance and subject to the terms of the CapStar Financial Holdings, Inc. Stock Incentive Plan and a separate Restricted Stock Agreement between Mr.Tietz and the Company, dated December 28, 2018, filed as Exhibit 10.6 hereto (the “Tietz Restricted Stock Agreement”). The Bank will advance funds necessary for payment of all taxes and withholdings due upon the issuance of the award under a three-year forgivable loan described in a separate Promissory Note between the Bank and Mr. Tietz, dated December 28, 2018, that is filed as Exhibit 10.7 hereto (the “Tietz Promissory Note”). Pursuant to the terms of the Tietz Promissory Note, which is subject to the terms and provisions of the Tietz Amended and Restated Agreement, the principal sum of $67,062.00 will be paid by the Bank and forgiven on a pro rata basis over a period of three years.

Additional terms provided for under the Tietz Amended and Restated Agreement are as follows:

The Tucker Amendment, Anderson Amended and Restated Agreement, Anderson Restricted Stock Agreement, Anderson Promissory Note, Tietz Amended and Restated Agreement, Tietz Restricted Stock Agreement, and Tietz Promissory Note are collectively referred to as the “Agreements.” The above summaries of the Agreements are qualified by reference in their entirety to the full Agreements, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, and Exhibit 10.7 hereto and are incorporated herein by reference.

SIGNATURE

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.

Date: January 4, 2019