UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 29, 2020
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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 or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
One Oxford Centre |
301 Grant Street, Suite 2700 |
Pittsburgh, Pennsylvania 15219 |
(Address of principal executive offices) |
(Zip Code) |
(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):
¨ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
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 | ||
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock | TSCBP | Nasdaq Global Select Market | ||
Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the 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. ¨
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 29, 2020, TriState Capital Holdings, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected Anthony J. Buzzelli, Helen Hanna Casey and Brian S. Fetterolf to the Board of Directors for terms expiring in 2024; (2) approved the compensation of the Company’s named executive officers on an advisory basis; (3) approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and (4) a vote to amend the Company’s Omnibus Incentive Plan to increase the number of authorized shares of common stock issuable under the plan. 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.
1. Election of Directors | For | Withheld | Broker Non-Votes | |||||||
Anthony J. Buzzelli | 25,187,007 | 386,257 | 2,510,198 | |||||||
Helen Hanna Casey | 20,077,395 | 5,495,869 | 2,510,198 | |||||||
Brian S. Fetterolf | 24,302,052 | 1,271,212 | 2,510,198 | |||||||
For | Against | Abstain | ||||||||
2. Advisory vote on the compensation of our named executive officers | 25,303,667 | 184,163 | 85,434 | |||||||
For | Against | Abstain | ||||||||
3. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020 | 27,898,704 | 124,913 | 59,845 | |||||||
For | Against | Abstain | ||||||||
4. A vote to amend the Company’s Omnibus Incentive Plan to increase the number of authorized shares of common stock issuable under the plan | 24,686,501 | 818,041 | 68,722 | |||||||
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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.
TRISTATE CAPITAL HOLDINGS, INC. | |
By: | /s/ James F. Getz |
James F. Getz | |
Chairman, President and Chief Executive Officer | |
Date: June 2, 2020
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