Texas Capital<\/p>\n
Texas Capital Bancshares\u00a0would have become the latest company to join\u00a0the “Dexit<\/a>” trend, but shareholders said no.\u00a0<\/p>\n The Dallas-based parent company of Texas Capital Bank put forth a proposal to move its corporate charter to Texas and leave Delaware. However, its shareholders voted against redomiciling\u00a0in Texas Capital’s annual meeting on Tuesday, per filings with the U.S. Securities and Exchange Commission.\u00a0<\/p>\n Article continues below this ad<\/p>\n “We are obviously disappointed and believe it\u2019s in large part because of ISS\u2019 and Glass Lewis\u2019 ill-informed influence and recommendation against the firm re-domiciling to its home state. The board will convene and consider next steps,” the company said in a statement late Thursday.<\/p>\n “Dexit”\u00a0is the small but growing phenomenon of companies incorporated in Delaware exiting in favor of more laissez-faire states, and Texas has positioned itself to be a major benefactor. Two-thirds of Fortune 500 companies call Delaware their corporate home, and the state’s Chancery Court has stood as the U.S.’s preeminent business court for a century.<\/p>\n However, Governor Greg Abbott helped create Texas’ own\u00a0Texas Business Court<\/a> to compete in 2023, and in 2025, the state legislature signed several laws designed to further incentivize companies to redomicile here.\u00a0<\/p>\n Make Dallas News a preferred source so your search results prioritize writing by actual people, not AI.<\/p>\n <\/p>\n Add Preferred Source<\/p>\n <\/a><\/p>\n Tesla, SpaceX, Dilliard’s and Coinbase are among companies that have made the jump, and Exxon Mobil’s board recently unanimously recommended redomiciling<\/a> from New Jersey to Texas, to be voted on by shareholders in May.\u00a0<\/p>\n Article continues below this ad<\/p>\n “[The proposal] aligns the [Texas Capital’] legal framework with its culture and strategic ambition to be the flagship, full\u2011service financial institution headquartered in Texas, and provides a tighter alignment among its identity, legal regime, regulatory environment, and strategic footprint, which can streamline governance and reduce friction in interactions with Texas regulators, courts, and business partners,” reads Texas Capital’s proxy statement.<\/p>\n “The Board believes the change may also enhance long\u2011term stockholder value by providing a clearer, more predictable, and more business\u2011supportive governance environment.”\u00a0<\/p>\n Related story: SEC’s Atkins praises Texas, Business Court as defections threaten corporate ‘Dexit’<\/a><\/p>\n Reasoning\u00a0for recommending redomestication includes Texas Capital’s extensive operational and managerial presence in Texas, and the potential benefits of local judges and litigators who are familiar with the business. The proposal also specifically cited last year’s Senate Bill 29<\/a>, which codified the business judgement rule, and a\u00a0shareholder suit over Elon Musk’s 2018 Tesla compensation package<\/a>. The suit\u00a0resulted in Musk’s compensation package being\u00a0rescinded by a Delaware judge in 2024 before being reinstated in December, and\u00a0is often considered the catalyst for Dexit.<\/p>\n Article continues below this ad<\/p>\n Per the proxy statement, Texas Capital paid $200,000 in franchise taxes to\u00a0the State of Delaware last year, money it expected to save annually if the proposal had passed.<\/p>\n Glass Lewis and ISS, the two largest proxy advisory firms in the country, have taken a reserved approach to re-incorporation proposals. Both firms’ 2026 decision guidelines state\u00a0that they evaluate such proposals on a case-by-case basis, with Glass Lewis heavily weighing shareholder rights and ISS specifying it would vote in favor of reincorporation, “when the economic factors outweigh any neutral or negative governance changes.”<\/p>\n The State of Texas has recently taken an antagonistic posture towards the advisory firms, part of broader complaints over\u00a0the firms’ outsized influence on public companies and perceptions of prioritization of\u00a0non-financial social agendas. In 2025, the Texas legislature sought to regulate proxy advisors with a bill\u00a0that was passed but eventually enjoined, and the pair were sued by Attorney General Ken Paxton<\/a> in September.<\/p>\n By signing up, you agree to our Terms Of Use<\/a> and acknowledge that your information will be used as described in our Privacy Policy<\/a>.<\/p>\n Texas Capital’s board first considered redomiciling in a July 15, 2025 meeting, according to the filing, and after several more meetings, approved a resolution to redomicile on February 10. The change was expected to go into effect on June 1 upon approval.\u00a0<\/p>\n Article continues below this ad<\/p>\n However, the proposal narrowly failed to pass, with 22 million votes against to 18 million votes for.\u00a0 Another proposal contingent on redomestication\u00a0that would have raised the ownership threshold for shareholder proposals, in alignment with Texas Senate Bill 1057, also failed, with only 5 million votes for to 35 million against.\u00a0<\/p>\n Neither is likely to be reconsidered anytime soon. A final proposal also failed that would have allowed Texas Capital to adjourn the annual meeting and reschedule in case of earlier proposals getting voted down. Texas Capital’s board had unanimously recommended in favor of all three proposals.<\/p>\n","protected":false},"excerpt":{"rendered":"Texas Capital Texas Capital Bancshares\u00a0would have become the latest company to join\u00a0the “Dexit” trend, but shareholders said no.\u00a0…\n","protected":false},"author":2,"featured_media":264373,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[6],"tags":[27,29,28],"class_list":["post-264372","post","type-post","status-publish","format-standard","has-post-thumbnail","category-texas","tag-texas","tag-texas-headlines","tag-texas-news"],"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts\/264372","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/comments?post=264372"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/posts\/264372\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/media\/264373"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/media?parent=264372"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/categories?post=264372"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us-tx\/wp-json\/wp\/v2\/tags?post=264372"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}<\/p>\n
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