Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The board of directors of Texas Capital Bancshares, Inc. on October 5, 2020 unanimously approved an amendment of Section 2.3 of the Company's Amended and Restated Bylaws (the "Bylaws") to change the requirement set forth in Section 2.3(a) and Section 2.3(c) that stockholders seeking to call a special meeting of stockholders must own at least 20% of the Company's outstanding common stock (the "Special Meeting 20% Ownership Requirement") to a requirement that the stockholders must own at least 10% of the Company's outstanding Common Stock. Effective as of that date Section 2.3(a) and Section 2.3(c) of the Bylaws were amended to read as set forth on Exhibit 3.1, which is incorporated herein by reference.

The board's action is further described in a proxy statement supplement (the "Supplement") dated October 5, 2020, relating to the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting"), scheduled to be held on October 20, 2020, which supplements and amends the related Definitive Proxy Statement filed with the Securities and Exchange Commission on September 10, 2020 and mailed to the Company's stockholders on or about September 10, 2020. As set forth in the Supplement, the board of directors determined to withdraw from the Annual Meeting agenda Proposal Four, which requested that stockholders ratify the Special Meeting 20% Ownership Requirement.

The board of directors is committed to sound governance and responsiveness to stockholder perspectives on governance matters. The board of directors determined that the Company should not maintain the Special Meeting 20% Ownership Requirement in the face of significant stockholder opposition as indicated by early voting results, and that it was not necessary or constructive to submit the matter to a stockholder vote based on the information available to the board. Accordingly, the board of directors withdrew Proposal Four from the agenda of the Annual Meeting and approved the amendment of Section 2.3 of the Bylaws as described herein.


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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits


3.1              Amendment to Section 2.3(a) and Section 2.3(c) of Amended and
               Restated Bylaws of Texas Capital Bancshares, Inc.

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