Heartland Financial USA Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HTLF
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 6, 2024, Heartland Financial USA, Inc., a Delaware corporation (the “Company” or “HTLF”) held a special meeting of stockholders (the “HTLF Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated as of April 28, 2024 (the “Merger Agreement”), by and among HTLF, UMB Financial Corporation, a Missouri corporation (“UMB”) and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMB (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into HTLF (the “Merger”), with HTLF surviving the Merger as a wholly owned subsidiary of UMB (the “Surviving Entity”) and (ii) immediately following the effective time of the Merger and as part of a single, integrated transaction, the Surviving Entity will merge with and into UMB (the “Second Merger”, and together with the Merger, the “Mergers”), with UMB surviving the Second Merger.
As of June 26, 2024, the record date for stockholders entitled to notice of, and to vote at, the HTLF Special Meeting, there were 42,828,519 shares of common stock of the Company, par value $1.00 per share (“HTLF common stock”), issued and outstanding. The holders of 29,622,444 shares of HTLF common stock were present online or represented by proxy at the HTLF Special Meeting, constituting a quorum.
At the HTLF Special Meeting, the following proposals were considered:
1.A proposal to approve the adoption of the Merger Agreement and the transactions contemplated thereby (the “HTLF Merger Proposal”);
2.A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to HTLF’s named executive officers that is based on or otherwise relates to the Mergers (the “HTLF Compensation Proposal”); and
3.A proposal to adjourn or postpone the HTLF Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the HTLF Merger Proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of HTLF common stock (the “HTLF Adjournment Proposal”).
For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by the Company with the U.S. Securities and Exchange Commission on July 5, 2024.
The number of votes cast for, against, and abstentions/withhold votes and broker non-votes with respect to each matter voted upon are set forth below:
| 1. THE HTLF MERGER PROPOSAL | |||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 29,190,226 | 323,729 | 108,489 | — | ||||||||
| 2. THE HTLF COMPENSATION PROPOSAL | |||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 27,710,109 | 1,738,826 | 173,509 | — | ||||||||
| 3. THE HTLF ADJOURNMENT PROPOSAL | |||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 27,690,856 | 1,812,096 | 119,492 | — | ||||||||
Completion of the Mergers remains subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit | |||||||
Exhibit 104 | Cover Page Interactive Data File (embedded within 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.
| Date: August 7, 2024 | HEARTLAND FINANCIAL USA, INC. | ||||||||||
| By: | /s/ Kevin L. Thompson | ||||||||||
| Kevin L. Thompson | |||||||||||
| Executive Vice President | |||||||||||
| Chief Financial Officer | |||||||||||