UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2011
WINTRUST FINANCIAL CORPORATION
(Exanct name of registrant as specified in its charter)
Illinois | 001-35077 | 36-3873352 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
Incorporation) |
727 North Bank Lane | ||
Lake Forest, Illinois | 60045 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
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 5.02. 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 2011 Annual Meeting of Shareholders on
May 26, 2011. At the meeting, the Companys shareholders approved a proposal to amend the
Companys 2007 Stock Incentive Plan (the Plan) to (x) add an additional 2,860,000 shares of
common stock to the number of shares that may be offered under the Plan, and (y) reapprove the
material terms of the performance measures for the Plan, in accordance with Section 162(m) of the
Internal Revenue Code of 1986, as amended. A more detailed description of the amended Plan is set
forth in the Companys Definitive Proxy Statement filed April 28, 2011 under the Securities
Exchange Act of 1934 (the Proxy Statement) in the section entitled Proposal No. 2 Approval of
an Amendment to the 2007 Stock Incentive Plan and Re-Approval of Performance Measures Available
Under the 2007 Stock Incentive 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 2011 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 2010 executive
compensation as described in the Companys proxy statement, (iv) voted on an advisory (non-binding)
proposal to determine whether future shareholder advisory votes to approve executive compensation
should occur every one, two or three years and (v) ratified the appointment of Ernst & Young LLP to
serve as the Companys independent registered public accounting firm for the year 2011. 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 |
29,521,870 | 692,356 | 1,913,458 | |||||||||
Bruce K. Crowther |
29,268,099 | 946,127 | 1,913,458 | |||||||||
Joseph F. Damico |
29,449,799 | 764,427 | 1,913,458 | |||||||||
Bert A Getz, Jr. |
29,708,582 | 505,644 | 1,913,458 | |||||||||
H. Patrick Hackett, Jr. |
29,703,003 | 511,223 | 1,913,458 | |||||||||
Scott K. Heitmann |
29,714,621 | 499,605 | 1,913,458 | |||||||||
Charles H. James III |
29,213,275 | 1,000,951 | 1,913,458 | |||||||||
Albin F. Moschner |
29,268,330 | 945,896 | 1,913,458 | |||||||||
Thomas J. Neis |
29,475,531 | 738,695 | 1,913,458 | |||||||||
Christopher J. Perry |
29,547,391 | 666,835 | 1,913,458 | |||||||||
Hollis W. Rademacher |
29,459,558 | 754,668 | 1,913,458 | |||||||||
Ingrid S. Stafford |
29,482,746 | 731,480 | 1,913,458 | |||||||||
Edward J. Wehmer |
29,564,281 | 649,945 | 1,913,458 |
Proposal No. 2 Amend the Companys 2007 Stock Incentive Plan
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
25,904,524 |
4,243,794 | 65,927 | 1,913,439 |
Proposal No. 3 Advisory Vote on 2010 Executive Compensation
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
29,010,141 |
1,099,048 | 105,036 | 1,913,459 |
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Proposal No. 4 Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Votes For Every One Year | Votes For Every Two Years | Votes for Every Three Years | Abstentions | Broker Non-Votes | ||||||||||||
26,796,267 |
134,090 | 3,163,936 | 107,670 | 1,925,721 |
Proposal No. 5 Ratification of Independent Registered Public Accounting Firm
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
31,836,807 |
266,350 | 24,527 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||
10.1
|
Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2011). |
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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/ David A. Dykstra | |||
David A. Dykstra | ||||
Senior Executive Vice President and Chief Operating Officer | ||||
Date: May 31, 2011
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INDEX TO EXHIBITS
Exhibit | ||
10.1
|
Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2011). |
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