Form 8-K re Results of 2015 Annual Meeting




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 28, 2015
 
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
9700 W. Higgins Road
Rosemont, Illinois 60018
(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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Wintrust Financial Corporation 2015 Stock Incentive Plan

At the 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Wintrust Financial Corporation (the “Company”) held on May 28, 2015, the Company's shareholders approved the Wintrust Financial Corporation 2015 Stock Incentive Plan (the “2015 Plan”), which had been previously approved by the Company's Board of Directors (the “Board of Directors”) subject to shareholder approval. The following paragraphs provide a summary of certain terms of the 2015 Plan.

The 2015 Plan is intended to provide the Company with the ability to provide market-responsive, stock-based incentives and other rewards for officers, employees, directors and consultants of the Company and its subsidiaries that (i) provide such award recipients with a stake in the growth of the Company and (ii) encourage them to continue in the service of the Company and its subsidiaries. The Compensation Committee of the Board of Directors will administer the 2015 Plan and will designate the eligible award recipients under the 2015 Plan.

Under the 2015 Plan, the Company may grant: (i) nonqualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights (“SARs”); (iv) restricted shares; (v) restricted share units; (vi) performance awards; (vii) stock awards; and (viii) other incentive awards. Subject to the terms and conditions of the 2015 Plan, the number of shares authorized for grants under the 2015 Plan is 5,485,000. Stock options and SARs reduce the number of available shares under the 2015 Plan by an amount equal to the number of shares of Company common stock subject to such stock options and SARs. Stock awards, restricted share or unit awards, performance awards and other incentive awards settled in shares of Company common stock reduce the number of available shares under the 2015 Plan by an amount equal to three times the number of shares subject to such awards.

The foregoing description of the 2015 Plan is qualified in its entirety by the text of the 2015 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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


In addition, at the Annual Meeting, the Company’s shareholders (i) elected all fourteen of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2014 executive compensation as described in the Company’s proxy statement, (iii) adopted the Company's 2015 Stock Incentive Plan, and (iv) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year 2015. The results of the vote at the meeting were as follows:






Proposal No. 1 — Election of Directors
Name
 
Votes For
 
Against
 
Abstentions
 
Broker Non-Votes
Peter D. Crist
 
40,904,565

 
98,356

 
502,232

 
2,184,204

Bruce K. Crowther
 
40,954,825

 
47,768

 
502,560

 
2,184,204

Joseph F. Damico
 
41,360,271

 
91,796

 
53,086

 
2,184,204

Zed S. Francis, III
 
41,416,889

 
37,375

 
50,890

 
2,184,203

Marla F. Glabe
 
41,342,102

 
96,554

 
66,498

 
2,184,203

H. Patrick Hackett, Jr.
 
41,420,020

 
34,244

 
50,890

 
2,184,203

Scott K. Heitmann
 
41,362,511

 
44,730

 
97,912

 
2,184,204

Charles H. James III
 
41,313,550

 
92,576

 
99,028

 
2,184,203

Albin F. Moschner
 
40,905,321

 
48,233

 
551,600

 
2,184,203

Christopher J. Perry
 
41,420,170

 
33,681

 
51,303

 
2,184,203

Ingrid S. Stafford
 
40,909,914

 
44,130

 
551,109

 
2,184,204

Gary D. "Joe" Sweeney
 
41,342,732

 
85,942

 
76,480

 
2,184,203

Sheila G. Talton
 
41,364,209

 
90,440

 
50,505

 
2,184,203

Edward J. Wehmer
 
41,319,328

 
47,301

 
138,525

 
2,184,203


Proposal No. 2 — Advisory Vote on 2014 Executive Compensation
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
39,817,968
 
1,600,719
 
86,468
 
2,184,202

Proposal No. 3 — Adoption of Company's 2015 Stock Incentive Plan
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
35,087,135
 
6,284,217
 
133,803
 
2,184,202

Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
42,531,855
 
1,115,208
 
42,293
 

Item 9.01.
 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
10.1
Wintrust Financial Corporation 2015 Stock Incentive Plan






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/ Lisa J. Pattis
 
 
 
Lisa J. Pattis
 
 
 
Executive Vice President, General Counsel and Corporate Secretary
Date: June 1, 2015