Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 4, 2019, Richard E. Thornburgh provided written notice to CapStar
Financial Holdings, Inc. (the "Company") of his intent to resign from the boards
of directors (the "Boards") of the Company and CapStar Bank (the "Bank")
effective December 15, 2019. As the director nominated by the funds managed by
Corsair Investments, L.P. ("Corsair") pursuant to the Second Amended and
Restated Shareholders' Agreement, dated as of August 22, 2016, among the
Company, the Bank, Corsair and the other shareholders named therein,
Mr. Thornburgh has served as a director since 2008. Mr. Thornburgh's resignation
follows the previously reported exit of Corsair from its position in the Company
through the sale of all of Corsair's shares of Company common stock.
Mr. Thornburgh did not resign due to any disagreement with the Company regarding
any matter relating to the Company's operations, policies or practices, and the
Boards expressed their appreciation to Mr. Thornburgh for his years of dedicated
service.
Item 7.01. Regulation FD Disclosure.
The disclosure under Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 7.01.
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