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): 4/30/2024

 

 

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-38481

 

MO		43-0903811
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

 

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

 

(816) 860-7000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	UMBF	The NASDAQ Global Select Market

 

 

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. ☐

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

 

The annual meeting of shareholders of the Company was held on April 30, 2024 (the “Annual Meeting”). As of the record date, there were a total of 48,742,069 shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 43,991,031 shares were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Board of Directors to a vote of the shareholders:

1. Election of 11 directors to hold office until the 2025 annual meeting of shareholders. The nominees for the directorships received the following votes:

 

Director		For				Against				Abstain				Broker Non-Votes
Robin C. Beery			40,384,933				852,463				28,397				2,725,238
Janine A. Davidson			40,123,989				1,119,025				22,779				2,725,238
Kevin C. Gallagher			40,475,838				754,977				34,978				2,725,238
Greg M. Graves			37,839,421				3,395,043				31,329				2,725,238
J. Mariner Kemper			40,314,006				919,613				32,174				2,725,238
Gordon E. Lansford, III			40,497,155				745,486				23,152				2,725,238
Timothy R. Murphy			40,521,905				721,100				22,788				2,725,238
Tamara M. Peterman			40,176,828				1,060,135				28,830				2,725,238
Kris A. Robbins			39,827,870				1,414,758				23,165				2,725,238
L. Joshua Sosland			38,663,537				2,555,261				46,995				2,725,238
Leroy J. Williams, Jr.			40,560,004				677,045				28,744				2,725,238

 

Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2025.

 

2. Advisory vote (non-binding) on the compensation paid to our named executive officers.

 

For				Against				Abstain				Broker Non-Votes
	40,082,723				1,020,043				163,027				2,725,238

 

 

3. Ratification of the Corporate Audit Committee's engagement KPMG LLP to serve as the Company's independent registered public accounting firm for 2024. The proposal received the following votes:

 

For				Against				Abstain				Broker Non-Votes
	43,754,558				216,493				19,980				—

 

 

4. The approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan

to increase the maximum number of shares available for issuance thereunder by 1.85 million shares. The proposal received the following votes:

 

For				Against				Abstain				Broker Non-Votes
	38,066,190				3,107,535				92,068				2,725,238

 

Item 9.01 Financial Statements and Exhibits

 

104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

 

 

 

 

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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.

 

UMB FINANCIAL CORPORATION
By:	/s/ Ram Shankar
	Ram Shankar Chief Financial Officer

Date: May 2, 2024

 

 

 

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