Texas Capital Renews Push to Reincorporate in Texas

Texas Capital Bancshares, the Dallas-based parent of Texas Capital Bank, conducts most of its operations in Texas but has been incorporated in Delaware since 1996. The lender says moving its legal domicile would align its charter with its headquarters and Texas-chartered banking business, while taking advantage of the state’s newer corporate statutes and business court. Its board also argues the switch could curb litigation exposure and eliminate Delaware franchise taxes, producing estimated savings of at least $200,000 a year.

Shareholders rejected the proposal at the company’s April 21, 2026 annual meeting. The measure drew 18,181,458 votes in favor and 22,047,429 against, with 29,945 abstentions and 1,680,624 broker non-votes, leaving it short of approval by a majority of outstanding shares. On July 28, Chief Executive Rob Holmes said Texas Capital would try again, blaming opposition from proxy advisers Institutional Shareholder Services and Glass Lewis for influencing the result. The bank has not announced when a renewed vote will be held.