Wintrust Financial Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WTFC
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Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2025
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(e) Wintrust Financial Corporation 2025 Stock Incentive Plan
At the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Wintrust Financial Corporation (the “Company”) held on May 22, 2025, the Company's shareholders approved the Wintrust Financial Corporation 2025 Stock Incentive Plan (the “2025 Plan”), which had been previously approved by the Company's Board of Directors (the “Board of Directors”) subject to shareholder approval. The following paragraphs provide a summary of certain terms of the 2025 Plan.
The 2025 Plan is intended to provide the Company with the ability to provide market- responsive, stock-based incentives and other rewards for officers, employees, directors and consultants of the Company and its subsidiaries that (i) provide such award recipients with a stake in the growth of the Company and (ii) encourage them to continue in the service of the Company and its subsidiaries. The Compensation Committee of the Board of Directors will administer the 2025 Plan and will designate the eligible award recipients under the 2025 Plan.
Under the 2025 Plan, the Company may grant: (i) nonqualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights; (iv) restricted shares; (v) restricted share units; (vi) performance awards; (vii) stock awards; and (viii) other incentive awards. Subject to the terms and conditions of the 2025 Plan, the number of shares authorized for grants under the 2025 Plan is 1,825,000 plus any shares available for awards under the Wintrust Financial Corporation 2022 Stock Incentive Plan as of the effective date of the 2025 Plan. The number of shares that remain available for future grants under the 2025 Plan will be reduced by an amount equal to the number of shares subject to each award granted under the 2025 Plan.
The foregoing description of the 2025 Plan is qualified in its entirety by the text of the 2025 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. | Submission of Matters to a Vote of Security Holders | ||||
At the Annual Meeting, the Company’s shareholders (i) elected all thirteen of the Company’s director nominees, (ii) approved the 2025 Plan, (iii) approved an advisory (non-binding) proposal approving the Company’s 2024 executive compensation as described in the Company’s proxy statement, and (iv) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2025. The results of the vote at the Annual Meeting were as follows:
Proposal No. 1 — Election of Directors
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| Elizabeth H. Connelly | 59,004,839 | 810,981 | 188,066 | 2,838,300 | ||||||||||||||||||||||
| Timothy S. Crane | 59,859,049 | 114,241 | 30,596 | 2,838,300 | ||||||||||||||||||||||
Peter D. Crist | 54,072,131 | 5,880,764 | 50,991 | 2,838,300 | ||||||||||||||||||||||
William J. Doyle | 58,888,710 | 1,069,900 | 45,276 | 2,838,300 | ||||||||||||||||||||||
Marla F. Glabe | 59,665,603 | 294,941 | 43,342 | 2,838,300 | ||||||||||||||||||||||
H. Patrick Hackett, Jr. | 57,633,210 | 2,319,027 | 51,649 | 2,838,300 | ||||||||||||||||||||||
| Brian A. Kenney | 59,049,356 | 924,739 | 29,791 | 2,838,300 | ||||||||||||||||||||||
Deborah L. Hall Lefevre | 59,055,933 | q | 790,879 | 157,074 | 2,838,300 | |||||||||||||||||||||
| Suzet M. McKinney | 59,000,822 | 816,331 | 186,733 | 2,838,300 | ||||||||||||||||||||||
Richard L. Postma | 59,851,015 | 122,977 | 29,894 | 2,838,300 | ||||||||||||||||||||||
Gregory A. Smith | 59,703,640 | 191,015 | 109,231 | 2,838,300 | ||||||||||||||||||||||
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
Karin Gustafson Teglia | 59,246,096 | 715,867 | 41,923 | 2,838,300 | ||||||||||||||||||||||
Alex E. Washington, III | 59,115,652 | 840,577 | 47,657 | 2,838,300 | ||||||||||||||||||||||
Proposal No. 2 — Adoption of the Company's 2025 Stock Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 58,602,881 | 1,368,755 | 32,250 | 2,838,300 | |||||||||||||||||
Proposal No. 3 — Advisory Vote on 2024 Executive Compensation
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 58,801,191 | 1,143,994 | 58,701 | 2,838,300 | |||||||||||||||||
Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 59,591,767 | 3,206,601 | 43,818 | — | |||||||||||||||||
Item 9.01. | Financial Statements and Exhibits | ||||
| (d) | Exhibits. | ||||
| Exhibit No. | Description | ||||
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.
WINTRUST FINANCIAL CORPORATION (Registrant) | ||||||||
| By: | /s/Kathleen M. Boege | |||||||
Kathleen M. Boege Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||||
Date: May 23, 2025
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