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 27, 2010
WINTRUST FINANCIAL CORPORATION
(Exanct name of registrant as specified in its charter)
| | | | | |
|
| Illinois | | 0-21923 | | 36-3873352 |
(State or other jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
|
| 727 North Bank Lane | | |
| Lake Forest, Illinois | | 60045 |
(Address of principal executive
offices) | | (Zip Code) |
Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders
Wintrust Financial Corporation (the “Company”) held its 2010 Annual Meeting of Shareholders on May 27, 2010. At the meeting, the Company’s shareholders (i) elected all thirteen of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2009 executive compensation and (iii) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year 2010. The results of the vote at the meeting were as follows:
Proposal No. 1 — Election of Directors
| | | | | | | | | | | | | |
| Name | | Votes For | | Abstentions | | Broker Non-Votes |
| Peter D. Crist | | | 26,080,888 | | | | 291,002 | | | | 2,305,529 | |
| Bruce K. Crowther | | | 26,099,931 | | | | 271,960 | | | | 2,305,528 | |
| Joseph F. Damico | | | 26,248,304 | | | | 123,587 | | | | 2,305,528 | |
| Bert A Getz, Jr. | | | 26,246,036 | | | | 125,855 | | | | 2,305,528 | |
| H. Patrick Hackett, Jr. | | | 26,249,273 | | | | 122,618 | | | | 2,305,528 | |
| Scott K. Heitmann | | | 26,235,394 | | | | 136,497 | | | | 2,305,528 | |
| Charles H. James III | | | 26,245,795 | | | | 126,096 | | | | 2,305,528 | |
| Albin F. Moschner | | | 26,082,909 | | | | 288,982 | | | | 2,305,528 | |
| Thomas J. Neis | | | 26,100,783 | | | | 271,108 | | | | 2,305,528 | |
| Christopher J. Perry | | | 26,246,638 | | | | 125,253 | | | | 2,305,528 | |
| Hollis W. Rademacher | | | 26,071,334 | | | | 300,557 | | | | 2,305,528 | |
| Ingrid S. Stafford | | | 26,106,910 | | | | 264,981 | | | | 2,305,528 | |
| Edward J. Wehmer | | | 26,087,912 | | | | 283,979 | | | | 2,305,528 | |
Proposal No. 2 — Advisory Vote on 2009 Executive Compensation
| | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | 27,106,730 | | | | 1,252,251 | | | | 318,434 | | | | 4 | |
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | 28,208,761 | | | | 447,919 | | | | 20,738 | | | | 1 | |
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)
| |
| | By: | /s/ David A. Dykstra | |
| | | David A. Dykstra | |
| | | Senior Executive Vice President and
Chief Operating Officer | |
| |
Date: June 2, 2010
