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EX-99.1 - EX-99.1 - CASS INFORMATION SYSTEMS INCd373051dex991.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 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 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.

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 Form 8-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.

 

Item 8.01. Other Events.

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.

 

  (d) 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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