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 23, 2019
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
| | | | |
| Illinois | | 001-35077 | | 36-3873352 |
(State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
9700 West Higgins Road Rosemont, Illinois | | 60018 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (847) 939-9000
N/A
(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:
|
| |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
| ¨ | 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 2019 Annual Meeting of the Shareholders (the "Annual Meeting") on May 23, 2019. At the Annual Meeting, the Company’s shareholders (i) elected all twelve of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2018 executive compensation as described in the Company’s proxy statement, and (iii) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2019. The results of the vote at the Annual Meeting were as follows:
Proposal No. 1 — Election of Directors
|
| | | | | | | | | | | | |
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Peter D. Crist | | 43,973,613 |
| | 1,799,220 |
| | 29,933 |
| | 3,151,660 |
|
| Bruce K. Crowther | | 44,447,919 |
| | 1,324,986 |
| | 29,861 |
| | 3,151,660 |
|
| William J. Doyle | | 45,408,295 |
| | 364,881 |
| | 29,590 |
| | 3,151,660 |
|
| Marla F. Glabe | | 45,067,072 |
| | 706,838 |
| | 28,856 |
| | 3,151,660 |
|
| H. Patrick Hackett, Jr. | | 44,940,273 |
| | 833,222 |
| | 29,271 |
| | 3,151,660 |
|
| Scott K. Heitmann | | 44,899,649 |
| | 872,501 |
| | 30,616 |
| | 3,151,660 |
|
| Deborah L. Hall Lefevre | | 45,708,224 |
| | 65,384 |
| | 29,158 |
| | 3,151,660 |
|
| Christopher J. Perry | | 45,684,880 |
| | 87,877 |
| | 30,009 |
| | 3,151,660 |
|
| Ingrid S. Stafford | | 43,994,097 |
| | 1,781,439 |
| | 27,230 |
| | 3,151,660 |
|
| Gary D. “Joe” Sweeney | | 45,097,102 |
| | 680,482 |
| | 25,182 |
| | 3,151,660 |
|
| Karin Gustafson Teglia | | 45,478,979 |
| | 295,274 |
| | 28,513 |
| | 3,151,660 |
|
| Edward J. Wehmer | | 45,433,312 |
| | 341,386 |
| | 28,068 |
| | 3,151,660 |
|
Proposal No. 2 — Advisory Vote on 2018 Executive Compensation
|
| | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 44,548,221 |
| | 907,667 |
| | 346,878 |
| | 3,151,660 |
|
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm
|
| | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 46,496,627 |
| | 2,425,485 |
| | 32,314 |
| | — |
|
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.
|
| | | |
| |
| | | | |
| | WINTRUST FINANCIAL CORPORATION (Registrant) |
| | | |
| | By: | | /s/Kathleen M. Boege |
| | | | Kathleen M. Boege |
| | | | Executive Vice President, General Counsel and Corporate Secretary |
Date: May 24, 2019
