Texas Capital Bancshares (TCBI) Proxy Filing summary

Executive summary

• Supplement clarifies the effect of broker non-votes on specific proposals for the annual meeting scheduled for April 21, 2026.

• Proxy statement amendments focus on voting procedures and standards for each proposal.

• No changes to proxy card or voting methods; previously submitted votes remain valid.

Voting matters and shareholder proposals

• Six voting items: election of directors, auditor ratification, say-on-pay, redomestication, threshold for shareholder proposals, and adjournment.

• Board recommends voting FOR all proposals.

• Broker non-votes count differently: allowed for routine matters (auditor ratification, adjournment), not allowed for non-routine matters (redomestication, others).

• Election of directors uses plurality voting; majority vote policy applies if more withhold than for votes.

Board of directors and corporate governance

• Ten nominees for director positions; those with the highest votes are elected.

• Directors receiving more withhold than for votes must submit a resignation under the majority vote policy.