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EX-3.1 - FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - TAYLOR CAPITAL GROUP INC | d363948dex31.htm |
EX-3.2 - FOURTH AMENDED AND RESTATED BY-LAWS - TAYLOR CAPITAL GROUP INC | d363948dex32.htm |
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 31, 2012
Taylor Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-50034 | 36-4108550 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9550 West Higgins Road, Rosemont, Illinois | 60018 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 653-7978
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 (see General Instruction A.2. below):
¨ | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As discussed below under Item 5.07, at the annual meeting of stockholders of Taylor Capital Group, Inc. (the Company) held on May 31, 2012, the Companys stockholders approved the amendment and restatement of the Companys Third Amended and Restated Certificate of Incorporation as its Fourth Amended and Restated Certificate of Incorporation and the amendment and restatement of the Companys Third Amended and Restated By-Laws as its Fourth Amended and Restated By-Laws. Promptly following receipt of such approvals, on May 31, 2012, the Company filed its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, upon which time both it and the Fourth Amended and Restated By-Laws became effective.
The purpose of the amendment and restatement of each of the Companys governing documents was to simplify and conform the documents to the Companys current capital and governance structure, primarily by eliminating several provisions no longer necessary, including: (i) certain negotiated board of directors nomination rights held by two groups of stockholders (the Special Nominating Rights) no longer having practical effect; (ii) certain provisions protecting such Special Nominating Rights; and (iii) references to the Companys Executive Committee, which terminated as of December 31, 2011. Further detail with respect to the effects of the amendment and restatement of the Companys governing documents may be found in the Companys proxy statement filed with the Securities and Exchange Commission on April 27, 2012.
Copies of the Companys Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated By-Laws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 31, 2012, the Company held its annual meeting of stockholders on the ninth floor of its executive offices located at 9550 West Higgins Road, Rosemont, Illinois 60018. Of the 28,421,873 shares of common stock eligible to vote at the annual meeting, 25,754,801 shares were represented in person or by proxy, representing approximately 90.62% of the outstanding shares.
At the meeting, the Companys stockholders re-elected all of the members of its Board of Directors: Bruce W. Taylor, Mark A. Hoppe, Harrison I. Steans, Ronald L. Bliwas, C. Bryan Daniels, Ronald Emanuel, M. Hill Hammock, Elzie L. Higginbottom, Michael H. Moskow, Louise OSullivan, Melvin E. Pearl, Shepherd G. Pryor, IV, Jennifer W. Steans, Jeffrey W. Taylor and Richard W. Tinberg. These directors will hold office until the 2013 annual meeting of stockholders or until their successors are elected and qualified.
The stockholders also approved each of the five additional proposals listed below at the annual meeting. Further detail on each of the matters voted on by the stockholders is available in the Companys proxy statement filed with the Securities and Exchange Commission on April 27, 2012.
The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are as follows:
Votes For | Votes Withheld |
Votes Against |
Abstentions | Broker Non-Votes |
||||||||||||||||
1. Election of directors: |
||||||||||||||||||||
Bruce W. Taylor |
25,455,607 | 299,194 | N/A | 0 | 0 | |||||||||||||||
Mark A. Hoppe |
25,629,927 | 124,874 | N/A | 0 | 0 | |||||||||||||||
Harrison I. Steans |
25,433,567 | 321,234 | N/A | 0 | 0 | |||||||||||||||
Ronald L. Bliwas |
25,630,829 | 123,972 | N/A | 0 | 0 | |||||||||||||||
C. Bryan Daniels |
25,630,829 | 123,972 | N/A | 0 | 0 | |||||||||||||||
Ronald Emanuel |
25,596,951 | 157,850 | N/A | 0 | 0 | |||||||||||||||
M. Hill Hammock |
25,597,201 | 157,600 | N/A | 0 | 0 | |||||||||||||||
Elzie L. Higginbottom |
25,612,093 | 142,708 | N/A | 0 | 0 | |||||||||||||||
Michael H. Moskow |
25,631,329 | 123,472 | N/A | 0 | 0 | |||||||||||||||
Louise OSullivan |
25,631,329 | 123,472 | N/A | 0 | 0 | |||||||||||||||
Melvin E. Pearl |
25,630,427 | 124,374 | N/A | 0 | 0 | |||||||||||||||
Shepherd G. Pryor, IV |
25,565,651 | 189,150 | N/A | 0 | 0 | |||||||||||||||
Jennifer W. Steans |
25,433,567 | 321,234 | N/A | 0 | 0 | |||||||||||||||
Jeffrey W. Taylor |
25,452,113 | 302,688 | N/A | 0 | 0 | |||||||||||||||
Richard W. Tinberg |
25,630,427 | 124,374 | N/A | 0 | 0 | |||||||||||||||
2. To approve a non-binding advisory resolution approving the executive compensation described in the proxy statement for the annual meeting |
25,582,865 | N/A | 156,500 | 15,436 | 0 | |||||||||||||||
3. To approve the amendment and restatement of the Companys Third Amended and Restated Certificate of Incorporation to conform its provisions to the Companys current capital and governance structure |
25,714,614 | N/A | 3,241 | 36,946 | 0 | |||||||||||||||
4. To approve, in addition to the changes to the Companys Third Amended and Restated Certificate of Incorporation included under the proposal above, the elimination of a provision that previously protected the Special Nominating Rights |
25,703,878 | N/A | 12,190 | 38,733 | 0 | |||||||||||||||
5. To approve the amendment and restatement of the Companys Third Amended and Restated By-Laws to conform their provisions to the Companys current capital and governance structure |
25,709,713 | N/A | 8,142 | 36,946 | 0 | |||||||||||||||
6. To approve, in addition to the changes to the Companys Third Amended and Restated By-Laws included under the proposal above, the elimination of the Special Nominating Rights |
25,706,926 | N/A | 9,142 | 38,733 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 | Fourth Amended and Restated Certificate of Incorporation. |
3.2 | Fourth Amended and Restated By-Laws. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TAYLOR CAPITAL GROUP, INC. | ||
By: | /s/ Brian T. Black | |
| ||
Brian T. Black | ||
General Counsel and Corporate Secretary |
Dated: June 6, 2012
EXHIBIT INDEX
Exhibit |
Description | |
3.1 | Fourth Amended and Restated Certificate of Incorporation. | |
3.2 | Fourth Amended and Restated By-Laws. |