First Busey Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 20, 2024, First Busey Corporation (“Busey”) held a special meeting of stockholders (the “Special Meeting”) virtually via the internet, pursuant to notice duly given, in connection with the proposed merger of Busey and CrossFirst Bankshares, Inc. (“CrossFirst”). Busey’s stockholder representation at the Special Meeting was summarized as follows:
| Shares of common stock entitled to notice of, and to vote at, the Special Meeting | 56,878,232 | |||
| Shares represented at the Special Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy | 46,493,572 | |||
| Percentage of shares represented | 81.74 | % |
At the Special Meeting, Busey’s stockholders voted on, and approved, three proposals related to the proposed transaction. A fourth proposal was withdrawn. Each of the proposals is described more fully in the joint proxy statement/prospectus of Busey and CrossFirst, dated November 13, 2024 (the “Joint Proxy Statement/Prospectus”), as supplemented by the Current Report on Form 8-K filed by Busey with the U.S. Securities and Exchange Commission on December 13, 2024.
The vote results on the matters presented at the Special Meeting were as follows:
| 1. | Proposal 1 – Busey merger proposal. A proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2024, by and between Busey and CrossFirst (the “merger agreement”) and the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a)): |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 39,500,271 | 366,151 | 357,578 | 6,269,572 | |||||||||||
| 2. | Proposal 2 – Busey articles amendment proposal. A proposal to approve an amendment to Busey’s amended and restated articles of incorporation to increase the authorized number of shares of Busey common stock from 100,000,000 to 200,000,000: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 44,943,048 | 1,186,596 | 363,928 | — | |||||||||||
| 3. | Proposal 3 – Busey 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 Busey in connection with the transactions contemplated by the merger agreement: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 37,826,705 | 1,893,587 | 503,708 | 6,269,572 | |||||||||||
| 4. | Proposal 4 – Busey adjournment proposal. A proposal to adjourn the Busey special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Busey merger proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Busey common stock, was withdrawn, as sufficient votes were cast at the Special Meeting to approve the Busey merger proposal. |
| Item 8.01. | Other Events. |
On December 23, 2024, Busey and CrossFirst issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of CrossFirst’s stockholders also held on December 20, 2024. A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Joint Press Release, dated December 23, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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.
| Dated: December 23, 2024 | FIRST BUSEY CORPORATION | |
| By: | /s/ Jeffrey D. Jones | |
| Jeffrey D. Jones | ||
| Chief Financial Officer | ||