(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
5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Wintrust Financial Corporation 2015 Stock Incentive Plan
At the 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Wintrust Financial Corporation (the “Company”) held on May 28, 2015, the Company's shareholders approved the Wintrust Financial Corporation 2015 Stock Incentive Plan (the “2015 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 2015 Plan.
The 2015 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 2015 Plan and will designate the eligible award recipients under the 2015 Plan.
Under the 2015 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 2015 Plan, the number of shares authorized for grants under the 2015 Plan is 5,485,000. Stock options and SARs reduce the number of available shares under the 2015 Plan by an amount equal to the number of shares of Company common stock subject to such stock options and SARs. Stock awards, restricted share or unit awards, performance awards and other incentive awards settled in shares of Company common stock reduce the number of available shares under the 2015 Plan by an amount equal to three times the number of shares subject to such awards.
The foregoing description of the 2015 Plan is qualified in its entirety by the text of the 2015 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
In addition, at the Annual Meeting, the Company’s shareholders (i) elected all fourteen of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2014 executive compensation as described in the Company’s proxy statement, (iii) adopted the
Company's 2015 Stock Incentive Plan, and (iv) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year 2015. The results of the vote at the meeting were as follows:
Proposal No. 1 — Election of Directors
Name
Votes
For
Against
Abstentions
Broker Non-Votes
Peter D. Crist
40,904,565
98,356
502,232
2,184,204
Bruce
K. Crowther
40,954,825
47,768
502,560
2,184,204
Joseph F. Damico
41,360,271
91,796
53,086
2,184,204
Zed
S. Francis, III
41,416,889
37,375
50,890
2,184,203
Marla F. Glabe
41,342,102
96,554
66,498
2,184,203
H.
Patrick Hackett, Jr.
41,420,020
34,244
50,890
2,184,203
Scott K. Heitmann
41,362,511
44,730
97,912
2,184,204
Charles
H. James III
41,313,550
92,576
99,028
2,184,203
Albin F. Moschner
40,905,321
48,233
551,600
2,184,203
Christopher
J. Perry
41,420,170
33,681
51,303
2,184,203
Ingrid S. Stafford
40,909,914
44,130
551,109
2,184,204
Gary
D. "Joe" Sweeney
41,342,732
85,942
76,480
2,184,203
Sheila G. Talton
41,364,209
90,440
50,505
2,184,203
Edward
J. Wehmer
41,319,328
47,301
138,525
2,184,203
Proposal No. 2 — Advisory
Vote on 2014 Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
39,817,968
1,600,719
86,468
2,184,202
Proposal
No. 3 — Adoption of Company's 2015 Stock Incentive Plan
Votes For
Votes Against
Abstentions
Broker Non-Votes
35,087,135
6,284,217
133,803
2,184,202
Proposal
No. 4 — Ratification of Independent Registered Public Accounting Firm
Votes For
Votes Against
Abstentions
Broker Non-Votes
42,531,855
1,115,208
42,293
—
Item
9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
10.1
Wintrust Financial Corporation 2015 Stock Incentive Plan
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.