8-K 1 tsc-05162019x8k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 16, 2019
_________

TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_________
Pennsylvania
 
001-35913
 
20-4929029
(State or other jurisdiction of incorporation)
 
(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, and zip code)
(412) 304-0304
(Registrant's telephone number, including area code)
_________

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))

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
_________


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Indicate by check mark whether the registrant is emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the 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.     ¨


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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 16, 2019, TriState Capital Holdings, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected E.H. (Gene) Dewhurst, A. William Schenck III and John B. Yasinsky to the Board of Directors for terms expiring in 2023; (2) approved the compensation of the Company’s named executive officers on an advisory basis; (3) approved annual advisory votes on executive compensation; and (4) approved the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. 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
E.H. (Gene) Dewhurst
 
 
25,452,391

 
750,641

 
1,625,109

A. William Schenck III
 
 
24,830,840

 
1,372,192

 
1,625,109

John B. Yasinsky
 
 
24,929,415

 
1,273,617

 
1,625,109

 
 
 
For
 
Against
 
Abstain
2. Advisory vote on the compensation of our named executive officers
 
 
24,906,050

 
616,475

 
680,507

 
One Year
 
Two Years
 
Three Years
 
Abstain
3. Advisory vote on the frequency of future advisory votes on executive compensation
23,650,997

 
178,678

 
2,162,967

 
210,390

 
 
 
For
 
Against
 
Abstain
4. Ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019
 
 
27,697,870

 
32,685

 
97,586


In light of the shareholder vote on the advisory proposal regarding the frequency of future advisory votes on executive compensation and the Company’s Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation on an annual basis, the Company will hold such vote on an annual basis until the next required vote on the frequency of shareholder votes on executive compensation.



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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: May 20, 2019


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