CrossFirst Bankshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.07.Submission of Matters to a Vote of Security Holders
On December 20, 2024, CrossFirst Bankshares, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed merger (the “Merger”) of the Company with and into First Busey Corporation (“Busey”). At the Special Meeting, the Company’s stockholders considered three matters related to the Merger, each of which is described more fully in the joint proxy statement/prospectus of the Company and Busey, dated as of November 13, 2024 (the “Joint Proxy Statement/Prospectus”), as supplemented by certain Company filings prior to the date of the Special Meeting.
As of November 12, 2024, the record date for the special meeting, there were 49,314,753 shares of common stock of the Company issued and outstanding and eligible to be voted at the Special Meeting, and 36,283,349 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which represented approximately 73.57% of the Company’s total outstanding shares of common stock entitled to vote at the Special Meeting.
The vote results on the matters presented at the Special Meeting are set forth below.
Proposal 1 – CrossFirst Merger Proposal. A proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2024 (the “Merger Agreement”), by and between the Company and Busey was approved upon the following votes:
For |
| Against |
| Abstain |
| Broker Non-Vote |
36,036,127 | 25,798 | 221,424 | 0 | |||
Proposal 2 – CrossFirst Compensation Proposal. A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement was approved upon the following votes:
For |
| Against |
| Abstain |
| Broker Non-Vote |
35,070,527 | 869,134 | 343,688 | 0 | |||
Proposal 3 – CrossFirst Adjournment Proposal. A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CrossFirst merger proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus is timely provided to holders of CrossFirst common stock was approved upon the following votes:
For |
| Against |
| Abstain |
| Broker Non-Vote |
30,615,617 | 5,544,788 | 122,944 | 0 | |||
Because there were sufficient votes to approve the CrossFirst merger proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate. Accordingly, the CrossFirst adjournment proposal was withdrawn, and no vote was taken on the matter.
On December 23, 2024, the Company and Busey issued a joint press release announcing the voting results of the Special Meeting and the results of the special meeting of Busey’s stockholders also held on December 20, 2024. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
99.1 |
| |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | December 23, 2024 | CROSSFIRST BANKSHARES, INC. | |
By: | /s/ Benjamin R. Clouse | ||
Benjamin R. Clouse | |||
Chief Financial Officer | |||