- Current report filing (8-K)
May 25 2012 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 24, 2012
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Illinois
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001-35077
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36-3873352
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(State or other jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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727 North Bank Lane
Lake Forest, Illinois
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60045
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Wintrust Financial Corporation (the Company)
held its 2012 Annual Meeting of Shareholders on May 24, 2012. At the meeting, the Companys shareholders approved a proposal to amend the Companys Employee Stock Purchase Plan (the Plan) to increase the number of shares
that may be offered under the Plan by 300,000. A more detailed description of the amended Plan is set forth in the Companys Definitive Proxy Statement filed April 24, 2012 under the Securities Exchange Act of 1934 (the Proxy
Statement) in the section entitled Proposal No. 2 Approval of the Amended and Restated Employee Stock Purchase Plan and is incorporated herein by reference. Such description is qualified in its entirety by reference to
the text of the amended Plan, which is attached to the Proxy Statement as Annex A and incorporated herein by reference as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys 2012 Annual Meeting of Shareholders, the Companys shareholders (i) elected all thirteen of the Companys director nominees, (ii) approved the proposed amendments
to the Plan, (iii) approved an advisory (non-binding) proposal approving the Companys 2011 executive compensation as described in the Companys proxy statement, (iv) approved a proposal to amend the Companys Amended and
Restated Articles of Incorporation to increase the number of authorized shares of the Companys common stock from 60,000,000 to 100,000,000 and (v) ratified the appointment of Ernst & Young LLP to serve as the Companys
independent registered public accounting firm for the year 2012. The results of the vote at the meeting were as follows:
Proposal
No. 1 Election of Directors
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Name
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Votes For
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Abstentions
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Broker Non-Votes
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Peter D. Crist
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31,249,177
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363,651
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2,242,596
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Bruce K. Crowther
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31,069,852
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542,976
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2,242,596
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Joseph F. Damico
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31,285,111
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327,717
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2,242,596
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Bert A Getz, Jr.
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31,271,216
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341,612
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2,242,596
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H. Patrick Hackett, Jr.
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31,467,663
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145,165
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2,242,596
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Scott K. Heitmann
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31,469,789
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143,039
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2,242,596
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Charles H. James III
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31,298,955
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313,873
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2,242,596
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Albin F. Moschner
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31,149,108
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463,720
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2,242,596
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Thomas J. Neis
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31,240,695
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372,133
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2,242,596
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Christopher J. Perry
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31,284,246
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328,582
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2,242,596
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Ingrid S. Stafford
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31,084,947
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527,881
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2,242,596
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Sheila G. Talton
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31,299,082
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313,746
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2,242,596
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Edward J. Wehmer
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31,272,843
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339,985
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2,242,596
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Proposal No. 2 Amend the Companys Stock Purchase Plan
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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31,137,576
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398,767
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76,486
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2,242,595
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Proposal No. 3 Advisory Vote on 2011 Executive Compensation
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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30,918,847
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658,667
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35,314
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2,242,596
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2
Proposal No. 4 Amend the Companys Amended and Restated Articles of Incorporation
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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30,612,483
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3,170,713
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50,760
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21,468
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Proposal No. 5 Ratification of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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33,480,056
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306,967
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68,400
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1
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1
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Wintrust Financial Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed
with the Securities and Exchange Commission on April 24, 2012).
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3
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WINTRUST FINANCIAL
CORPORATION
(Registrant)
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By:
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/s/ Lisa J. Pattis
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Lisa J. Pattis
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Executive Vice President and General Counsel
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Date: May 25, 2012
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INDEX TO EXHIBITS
Exhibit
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10.1
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Wintrust Financial Corporation Employee Stock Purchase Plan, as amended (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 24, 2012).
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5
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