secwatch / observer
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.

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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Third Coast Bancshares, Inc. filing history →

Source: SEC EDGAR
accession 0001193125-23-155483
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