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EX-3.1 - EX-3.1 - TAYLOR CAPITAL GROUP INC | a13-14270_1ex3d1.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 30, 2013
Taylor Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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0-50034 |
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36-4108550 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
9550 West Higgins Road, Rosemont, Illinois |
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60018 |
(Address of principal executive offices) |
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(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):
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below under Item 5.07, at the annual meeting of stockholders of Taylor Capital Group, Inc. (the Company) held on May 30, 2013 (the 2013 Annual Meeting), the Companys stockholders approved an amendment to the Companys Fourth Amended and Restated By-laws, as amended on March 28, 2013 (the By-laws), to correct a typographical error with respect to the number of directors permitted to serve on the Companys board of directors (the Board), which had been included in the form of the By-laws adopted by the Companys stockholders at its previous annual meeting of stockholders held on May 31, 2012 (the 2012 Annual Meeting). Specifically, Section 3.2 of the form of By-laws as presented and adopted at the 2012 Annual Meeting erroneously provided that the Board consist of a range of between eleven (11) and thirteen (13) directors, rather than a range of between eleven (11) and fifteen (15) directors, as had been provided in the Companys by-laws in effect immediately prior to the 2012 Annual Meeting. The amendment approved by the Companys stockholders at the 2013 Annual Meeting corrected this typographical error by properly providing that the Board consist of a range of between eleven (11) and fifteen (15) directors, and became effective immediately upon approval of the stockholders.
A copy of the Companys Fourth Amended and Restated By-Laws, as amended, is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 30, 2013, the Company held the 2013 Annual Meeting on the ninth floor of its executive offices located at 9550 West Higgins Road, Rosemont, Illinois 60018. Of the 29,088,040 shares of the Companys common stock eligible to vote at the 2013 Annual Meeting, 26,726,631 shares were represented in person or by proxy, representing approximately 91.88% of the outstanding shares.
At the meeting, the Companys stockholders re-elected all of the following members of its Board: 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, Shepherd G. Pryor, IV, Jennifer W. Steans, Jeffrey W. Taylor and Richard W. Tinberg. These directors will hold office until the 2014 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 2013 Annual Meeting. Further detail on each of the proposals voted on by the stockholders is available in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2013.
The final results of voting on each of the matters submitted to a vote of stockholders during the 2013 Annual Meeting are as follows:
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Votes For |
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Votes |
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Abstentions |
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Broker |
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1. Election of directors: |
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Bruce W. Taylor |
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23,768,031 |
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435,409 |
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32,688 |
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2,490,503 |
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Mark A. Hoppe |
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24,005,650 |
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197,705 |
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32,773 |
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2,490,503 |
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Harrison I. Steans |
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23,534,815 |
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668,625 |
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32,688 |
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2,490,503 |
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Ronald L. Bliwas |
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23,983,337 |
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220,103 |
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32,688 |
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2,490,503 |
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C. Bryan Daniels |
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24,031,726 |
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171,714 |
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32,688 |
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2,490,503 |
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Ronald Emanuel |
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22,735,078 |
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1,465,727 |
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35,323 |
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2,490,503 |
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M. Hill Hammock |
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22,791,241 |
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1,412,199 |
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32,688 |
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2,490,503 |
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Elzie L. Higginbottom |
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24,032,866 |
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170,574 |
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32,688 |
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2,490,503 |
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Michael H. Moskow |
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23,981,443 |
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221,997 |
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32,688 |
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2,490,503 |
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Louise OSullivan |
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24,035,615 |
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167,740 |
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32,773 |
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2,490,503 |
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Shepherd G. Pryor, IV |
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22,785,993 |
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1,417,362 |
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32,773 |
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2,490,503 |
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Jennifer W. Steans |
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23,496,600 |
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706,840 |
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32,688 |
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2,490,503 |
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Jeffrey W. Taylor |
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23,750,164 |
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453,276 |
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32,688 |
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2,490,503 |
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Richard W. Tinberg |
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23,478,825 |
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725,215 |
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32,088 |
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2,490,503 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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2. To approve, in a non-binding, advisory vote, the executive compensation described in the proxy statement for the 2013 Annual Meeting (a say-on-pay proposal) |
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23,117,509 |
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1,076,028 |
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42,591 |
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2,490,503 |
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Every |
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Every |
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Every |
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Abstentions |
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Broker |
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3. To recommend, in a non-binding, advisory vote, the frequency with which stockholders will vote on say-on-pay proposals in the future |
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21,727,095 |
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649,963 |
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1,771,008 |
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88,062 |
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2,490,503 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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4. To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2013 fiscal year |
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26,653,510 |
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41,433 |
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31,688 |
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0 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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5. To approve an amendment to the By-Laws |
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24,138,378 |
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49,431 |
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48,319 |
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2,490,503 |
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Votes For |
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Votes |
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Abstentions |
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Broker |
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6. To approve the Companys 2013 Success Plan |
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23,208,256 |
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972,833 |
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55,039 |
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2,490,503 |
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Based upon the results of voting on Proposal 3, and consistent with the Boards previous recommendation, the Board has determined that the Companys stockholders will vote on a say-on-pay proposal every year until the next required vote on the frequency of such say-on-pay proposals.
Item 9.01. Financial Statements and Exhibits.
(d) |
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Exhibits. | ||
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3.1 |
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Fourth Amended and Restated By-laws, as amended. |
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.
Date: June 4, 2013
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TAYLOR CAPITAL GROUP, INC. | |
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/s/ |
Brian T. Black |
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By: |
Brian T. Black |
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General Counsel and Corporate Secretary |