UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 25, 2017
CASS INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Missouri | | 000-20827 | | 43-1265338 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
12444 Powerscourt Drive, Suite 550 St. Louis, Missouri | | 63131 |
| (Address of principal executive offices) | | (Zip Code) |
(314)506-5500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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. |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act. |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act. |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On April 27, 2017, Cass Information Systems, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal 2017. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information reported under this Item 2.02 of Form8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 25, 2017, the Company held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting:
(a) Election of three directors to serve three-year terms ending in 2020, as follows:
| | | | | | | | | | | | |
Nominee | | Votes For | | | Votes
Withheld | | | Broker Non-Votes | |
Eric H. Brunngraber | | | 7,739,545 | | | | 40,091 | | | | 2,526,312 | |
Benjamin F. Edwards, IV | | | 7,564,738 | | | | 214,898 | | | | 2,526,312 | |
Joseph D. Rupp | | | 7,757,335 | | | | 22,301 | | | | 2,526,312 | |
All director nominees were elected.
(b) Advisory approval of the Company’s executive compensation:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 7,408,693 | | 305,017 | | 65,926 | | 2,526,312 |
The Company’s executive compensation was approved by advisory vote.
(c) Advisory vote on the frequency of executive compensation advisory votes:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 6,543,770 | | 295,960 | | 826,899 | | 113,007 | | 2,526,312 |
By advisory vote, the shareholders voted to hold an advisory vote on executive compensation every year. In light of these results, the Board of Directors has determined to hold an annual advisory vote on executive compensation.
(d) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2017:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 10,260,933 | | 21,399 | | 23,616 |
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The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2017 was ratified.
Also on April 27, 2017, the Company announced that its Board of Directors declared a second quarter dividend of $0.23 per share payable on June 15, 2017 to shareholders of record on June 2, 2017.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Press release issued by Cass Information Systems, Inc. dated April 27, 2017. |
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SIGNATURES
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.
Dated: April 27, 2017
| | |
| CASS INFORMATION SYSTEMS, INC. |
| |
| By: | | /s/ Eric H. Brunngraber |
| Name: | | Eric H. Brunngraber |
| Title: | | Chairman, President and Chief Executive Officer |
| |
| By: | | /s/ P. Stephen Appelbaum |
| Name: | | P. Stephen Appelbaum |
| Title: | | Executive Vice President and Chief Financial Officer |
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