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EX-3.2 - EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS - WINTRUST FINANCIAL CORPex32-amendedandrestatedbyl.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 25, 2017
 
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Illinois
 
001-35077
 
36-3873352
(State or other jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
9700 West Higgins Road
Rosemont, Illinois
 
60018
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code (847) 939-9000

N/A
(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:
¨
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 5.07.
Submission of Matters to a Vote of Security Holders

Wintrust Financial Corporation (the "Company") held its 2017 Annual Meeting of the Shareholders (the "Annual Meeting") on May 25, 2017. At the Annual Meeting, the Company’s shareholders (i) elected all twelve of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2016 executive compensation as described in the Company’s proxy statement, (iii) approved an advisory (non-binding) basis proposal approving the frequency of future shareholder advisory votes on executive compensation, and (iii) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2017. The results of the vote at the Annual Meeting were as follows:

Proposal No. 1 — Election of Directors
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Peter D. Crist
 
44,696,073

 
631,889

 
30,346

 
3,086,882

Bruce K. Crowther
 
44,766,926

 
561,239

 
30,143

 
3,086,882

William J. Doyle
 
45,226,469

 
71,376

 
60,463

 
3,086,882

Zed S. Francis III
 
45,223,687

 
73,818

 
60,803

 
3,086,882

Marla F. Glabe
 
45,150,316

 
147,431

 
60,561

 
3,086,882

H. Patrick Hackett, Jr.
 
45,278,326

 
51,136

 
28,846

 
3,086,882

Scott K. Heitmann
 
45,252,352

 
77,130

 
28,826

 
3,086,882

Christopher J. Perry
 
45,284,463

 
45,032

 
28,813

 
3,086,882

Ingrid S. Stafford
 
44,920,319

 
410,706

 
27,283

 
3,086,882

Gary D. “Joe” Sweeney
 
45,197,562

 
100,353

 
60,393

 
3,086,882

Sheila G. Talton
 
44,889,714

 
439,312

 
29,282

 
3,086,882

Edward J. Wehmer
 
45,269,228

 
59,089

 
29,991

 
3,086,882


Proposal No. 2 — Advisory Vote on 2016 Executive Compensation
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
44,758,644
 
431,909
 
167,755
 
3,086,882

Proposal No. 3 — Advisory Vote on the frequency of future shareholder advisory votes on executive compensation
Every One Year
 
Every Two Years
 
Every Three Years
 
Abstentions
35,031,810
 
70,289
 
10,183,181
 
73,028

Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
47,574,732
 
834,030
 
36,428
 

Item 5.03.
Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
    
     Additionally on May 25, 2017, the Board of Directors of the Company amended the Company’s Amended and Restated By-Laws, effective immediately. The amendment decreases the size of the Board of Directors from thirteen (13) directors to twelve (12) directors. The Company’s Amended and Restated By-Laws, as amended, are attached hereto as Exhibit 3.2 and are incorporated herein by reference.



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Item 8.01.
Other Events.
    
     On May 25, 2017, the Company's Board of Directors elected H. Patrick Hackett, Jr. to serve as non-executive Chairman of the Board of Directors. Peter D. Crist completed his ninth year of service as non-executive Chairman at the Annual Meeting and thus, per the Company's Corporate Governance Guidelines, was ineligible for re-election as non-executive Chairman of the Board of Directors following the Annual Meeting. Mr. Crist will continue to serve as a member of the Company's Board of Directors.


Item 9.01
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
 
Exhibit No.
Description
3.2
Amended and Restated By-laws of Wintrust Financial Corporation


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/Kathleen M. Boege
 
 
 
Kathleen M. Boege
 
 
 
Executive Vice President, General Counsel and Corporate Secretary

Date: May 26, 2017


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