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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, 2023
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
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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)
Registrant’s telephone number, including area code (847) 939-9000
N/A
(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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock, no par value |
WTFC |
The NASDAQ Global Select Market |
| Series D Preferred Stock, no par value |
WTFCM |
The NASDAQ Global Select Market |
| Series E Preferred Stock, no par value |
WTFCP |
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 |
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 2022 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 (iv) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2023. The results of the vote at the Annual Meeting were as follows:
Proposal No. 1 — Election of Directors
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| Elizabeth H. Connelly |
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50,573,699 |
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1,235,384 |
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22,919 |
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2,355,711 |
| Timothy S. Crane |
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51,248,987 |
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558,094 |
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24,921 |
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2,355,711 |
Peter D. Crist |
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47,825,451 |
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3,950,613 |
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55,938 |
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2,355,711 |
William J. Doyle |
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50,675,780 |
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1,129,495 |
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26,727 |
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2,355,711 |
Marla F. Glabe |
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51,298,401 |
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509,694 |
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23,907 |
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2,355,711 |
H. Patrick Hackett, Jr. |
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50,028,929 |
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1,739,577 |
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63,496 |
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2,355,711 |
Scott K. Heitmann |
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50,283,177 |
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1,494,799 |
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54,026 |
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2,355,711 |
| Brian A. Kenney |
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51,622,068 |
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176,532 |
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33,402 |
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2,355,711 |
Deborah L. Hall Lefevre |
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50,890,459 |
q |
896,738 |
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44,805 |
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2,355,711 |
| Suzet M. McKinney |
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49,894,690 |
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1,912,814 |
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24,498 |
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2,355,711 |
Gary D. “Joe” Sweeney |
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51,089,531 |
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715,652 |
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26,819 |
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2,355,711 |
Karin Gustafson Teglia |
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50,383,941 |
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1,424,500 |
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23,561 |
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2,355,711 |
Alex E. Washington, III |
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51,332,332 |
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453,492 |
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46,178 |
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2,355,711 |
Edward J. Wehmer |
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50,366,807 |
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1,434,452 |
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30,743 |
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2,355,711 |
Proposal No. 2 — Advisory Vote on 2022 Executive Compensation
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| 49,251,584 |
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2,498,827 |
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81,591 |
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2,355,711 |
Proposal No. 3 — Advisory Vote on the frequency of future shareholder advisory votes on executive compensation
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| Every One Year |
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Every Two Years |
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Every Three Years |
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Abstentions |
| 48,914,979 |
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12,676 |
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2,876,133 |
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28,214 |
Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| 51,556,132 |
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2,575,932 |
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55,649 |
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— |
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.
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WINTRUST FINANCIAL CORPORATION
(Registrant)
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By: |
/s/Kathleen M. Boege |
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Kathleen M. Boege
Executive Vice President, General Counsel and Corporate Secretary |
Date: May 30, 2023
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