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WINTRUST FINANCIAL CORP — Declaration of Voting Results & Voting Rights Announcements 2013
May 28, 2013
30659_rns_2013-05-28_a1f18436-d150-439f-946d-33e940a1027c.zip
Declaration of Voting Results & Voting Rights Announcements
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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 23, 2013
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| 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) | (Zip Code) |
Registrant’s telephone number, including area code (847) 939-9000
727 N. Bank Lane
Lake Forest, Illinois 60045
(Former name or former address, if changed since last year)
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Wintrust Financial Corporation (the "Company") held its 2013 Annual Meeting of Shareholders on May 23, 2013. At the meeting, the Company’s shareholders (i) elected all thirteen of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2012 executive compensation as described in the Company’s proxy statement, and (iii) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year 2013. The results of the vote at the meeting were as follows:
Proposal No. 1 — Election of Directors
| Name | Votes For | Abstentions | Broker Non-Votes |
|---|---|---|---|
| Peter D. Crist | 31,334,502 | 199,821 | 2,097,644 |
| Bruce K. Crowther | 31,390,725 | 143,598 | 2,097,644 |
| Joseph F. Damico | 31,461,119 | 73,204 | 2,097,644 |
| Bert A Getz, Jr. | 31,384,491 | 149,832 | 2,097,644 |
| H. Patrick Hackett, Jr. | 31,501,839 | 32,484 | 2,097,644 |
| Scott K. Heitmann | 31,517,889 | 16,434 | 2,097,644 |
| Charles H. James III | 31,472,216 | 62,107 | 2,097,644 |
| Albin F. Moschner | 31,393,588 | 140,735 | 2,097,644 |
| Thomas J. Neis | 31,393,164 | 141,159 | 2,097,644 |
| Christopher J. Perry | 31,391,520 | 142,803 | 2,097,644 |
| Ingrid S. Stafford | 31,396,352 | 137,971 | 2,097,644 |
| Sheila G. Talton | 31,462,492 | 71,831 | 2,097,644 |
| Edward J. Wehmer | 31,379,484 | 154,839 | 2,097,644 |
Proposal No. 2 — Advisory Vote on 2012 Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 31,204,248 | 243,356 | 86,725 | 2,097,638 |
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 33,421,898 | 197,695 | 12,373 | 1 |
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/ Lisa J. Pattis |
| Lisa J. Pattis | |
| Executive Vice President and General Counsel |
Date: May 28, 2013