Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 44K
2: EX-10.1 EX-10.1 2022 Stock Incentive Plan HTML 70K
7: R1 Document and Entity Information Document HTML 53K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- wtfc-20220526_htm XML 30K
9: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.DEF XBRL Definitions -- wtfc-20220526_def XML 41K
5: EX-101.LAB XBRL Labels -- wtfc-20220526_lab XML 86K
6: EX-101.PRE XBRL Presentations -- wtfc-20220526_pre XML 42K
3: EX-101.SCH XBRL Schema -- wtfc-20220526 XSD 11K
11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K
12: ZIP XBRL Zipped Folder -- 0001015328-22-000099-xbrl Zip 33K
Registrant’s telephone number, including area code (i847)
i939-9000
N/A
(Former name or former address, if changed since last report)
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:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon stock, no par value
iWTFC
iThe
NASDAQ Global Select Market
iSeries D Preferred Stock, no par value
iWTFCM
iThe
NASDAQ Global Select Market
iSeries E Preferred Stock, no par value
iWTFCP
iThe
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 2022 Stock Incentive Plan
At the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Wintrust Financial Corporation (the “Company”) held on May 26, 2022, the Company's shareholders approved the Wintrust Financial Corporation 2022 Stock Incentive Plan (the “2022 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 2022 Plan.
The 2022 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 2022 Plan and will designate the eligible award recipients under the 2022 Plan.
Under the 2022 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 (“SARs”); (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 2022 Plan, the number of shares authorized for grants under the 2022 Plan is 1,200,000 plus any shares available for awards under the Wintrust Financial Corporation 2015 Stock Incentive Plan as of the effective date of the 2022 Plan. The number of shares that remain available for future grants
under the 2022 Plan will be reduced by an amount equal to the number of shares subject to each award granted under the 2022 Plan.
The foregoing description of the 2022 Plan is qualified in its entirety by the text of the 2022 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 2022 Plan, (iii) approved an advisory (non-binding) proposal approving the Company’s 2021 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 2022. The results of the vote at the Annual Meeting were as follows:
1
Proposal
No. 1 — Election of Directors
Votes For
Votes Against
Abstentions
Broker Non-Votes
Elizabeth
H. Connelly
48,576,071
353,203
42,646
2,523,096
Peter D. Crist
46,549,270
2,366,979
55,671
2,523,096
Bruce K. Crowther
46,583,317
2,342,032
46,571
2,523,096
William
J. Doyle
47,897,381
1,023,043
51,496
2,523,096
Marla F. Glabe
48,629,414
292,376
50,130
2,523,096
H. Patrick Hackett, Jr.
47,124,214
1,794,374
53,332
2,523,096
Scott
K. Heitmann
47,709,635
1,217,510
44,775
2,523,096
Deborah L. Hall Lefevre
48,745,160
184,307
42,453
2,523,096
Suzet M. McKinney
48,423,579
505,274
43,067
2,523,096
Gary
D. “Joe” Sweeney
48,021,886
898,173
51,861
2,523,096
Karin Gustafson Teglia
48,586,382
336,035
49,503
2,523,096
Alex E. Washington, III
48,130,426
796,368
45,126
2,523,096
Edward
J. Wehmer
48,539,818
385,872
46,230
2,523,096
Proposal No. 2 — Adoption of the Company's 2022 Stock Incentive Plan
Votes
For
Votes Against
Abstentions
Broker Non-Votes
46,518,693
2,389,978
63,249
2,523,096
Proposal No. 3 — Advisory Vote on 2021 Executive Compensation
Votes
For
Votes Against
Abstentions
Broker Non-Votes
46,074,966
2,761,778
135,176
2,523,096
Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
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.
