8-K
filed May 26, 2023, 7:59 PM ET
ticker TCBX
CIK 0001781730
other material
confidence high
sentiment neutral
materiality 0.50
Shareholders approve creation of non-voting common stock and stock issuance upon conversion
Third Coast Bancshares, Inc.
- Amendment authorizing Non-Voting Common Stock approved with 7,791,153 for, 1,708,916 against, effective May 25, 2023.
- Issuance of common stock upon conversion of preferred stock and warrants (exercise $22.50) approved with 7,663,107 votes for.
- Four Class A directors elected (Brunson, Caraway, McDonald, Scavuzzo) to serve until 2026 annual meeting.
- Whitley Penn LLP ratified as independent auditor for FY 2023 with 8,824,456 votes for.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Third Coast Bancshares, Inc.: Shareholders approved amendment and restatement of Article VI of the certificate of formation to authorize a new class of non-voting common stock (effective 2023-05-25).
- Change
- charter amendment
- Effective
- 2023-05-25
Exact text from the filing
On May 25, 2023, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Third Coast Bancshares, Inc. (the “Company”), the Company’s shareholders approved the amendment and restatement (the “Amendment”) of Article VI of the Company’s first amended and restated certificate of formation to authorize a new class of non-voting common stock, par value $1.00 per share (“Non-Voting Common Stock”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Third Coast Bancshares, Inc. shareholders approved Approval of the amendment and restatement of Article VI of the Company’s first amended and restated certificate of formation to authorize a new class of Non-Voting Common Stock at the 2023-05-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
3. The shareholders of the Company approved the amendment and restatement of Article VI of the Company’s first amended and restated certificate of formation to authorize a new class of Non-Voting Common Stock by the votes set forth in the table below: For Against Abstain Broker Non-Vote 7,791,153 1,708,916 53,073 1,271,233
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Third Coast Bancshares, Inc. shareholders approved Election of Class A directors to serve until the Company's 2026 annual meeting at the 2023-05-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
1. The shareholders of the Company elected the individuals listed below to serve on the Company’s board of directors as Class A directors until the Company’s 2026 annual meeting of shareholders and until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal by the votes set forth in the table below: For Against Abstain Broker Non-Vote W. Donald Brunson 5,632,822 3,337,300 583,020 1,271,233 Bart O. Caraway 6,111,912 2,860,710 580,520 1,271,233 Shelton J. McDonald 6,882,934 2,079,712 590,496 1,271,233 Tony Scavuzzo 7,745,579 1,799,864 7,699 1,271,233
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Third Coast Bancshares, Inc. shareholders approved Approval, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock upon conversion of Series A Convertible Non-Cumulative Preferred Stock, Series B Convertible Perpetual Preferred Stock, or Non-Voting Common Stock, or upon exercise of warrants at the 2023-05-25 meeting.
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
4. The shareholders of the Company approved, for purposes of Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), upon the conversion of the Company’s Series A Convertible Non-Cumulative Preferred Stock, par value $1.00 per share, the Company’s Series B Convertible Perpetual Preferred Stock, par value $1.00 per share (“Series B Preferred Stock”), or, if Proposal 3 is approved at the annual meeting, Non-Voting Common Stock, or upon exercise of warrants to purchase an aggregate of 175,000 shares of common stock (or, at the election of the warrant holder in accordance with the terms of the warrant agreement, Series B Preferred Stock, or, if Proposal 3 is approved at the annual meeting, Non-Voting Common Stock) at an exercise price equal to $22.50 per share. For Against Abstain Broker Non-Vote 7,663,107 1,840,994 49,041 1,271,233
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Third Coast Bancshares, Inc. shareholders approved Ratification of the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
2. The shareholders of the Company ratified the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by the votes set forth in the table below: For Against Abstain Broker Non-Vote 8,824,456 1,995,420 4,499 —
View on SEC.gov
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