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EX-99.1 - EX-99.1 - CASS INFORMATION SYSTEMS INCd912995dex991.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): April 20, 2015

 

 

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 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.

 

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 20, 2015, Cass Information Systems, Inc. (the “Company”) held its 2015 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 2018, as follows:

 

Nominee

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Robert A. Ebel

     6,546,776         35,637         2,905,071   

Randall L. Schilling

     6,546,076         36,337         2,905,071   

Franklin D. Wicks, Jr.

     6,363,187         219,226         2,905,071   

All director nominees were elected.

 

  (b) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015:

 

Votes For

 

Votes Against

 

Abstentions

9,444,141   17,864   25,479

The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2015 was ratified.

 

Item 8.01. Other Matters.

On April 22, 2015, the Company issued a press release announcing that the Company’s board of directors declared a second quarter cash dividend of $0.21 per share, payable June 15, 2015 to shareholders of record on June 5, 2015. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press release of Cass Information Systems, Inc. dated April 22, 2015.

 

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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 22, 2015

 

CASS INFORMATION SYSTEMS, INC.
By:

/s/ Eric H. Brunngraber

Name: Eric H. Brunngraber
Title: 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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