GREAT WESTERN BANCORP, INC. (NYSE:GWB) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Board of Directors of Great Western Bancorp, Inc., (the “Company”) held its 2018 Annual Meeting of Stockholders on February 22, 2018. Five items of business were considered by the Company's stockholders at the meeting:
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The election of James Brannen, Thomas Henning and Daniel Rykhus to serve as directors of the Company for three year terms and until their successors are duly elected and qualified; |
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An advisory vote to approve the Company's executive compensation as described in the Annual Meeting Proxy Statement; |
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An amendment to the Company's 2014 Omnibus Incentive Plan as described in the Annual Meeting Proxy Statement; |
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An amendment to the Company's 2014 Non-Employee Director Plan as described in the Annual Meeting Proxy Statement, and |
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Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2018. The results of the vote at the meeting were as follows: |
Proposal No. 1—Election of Directors—Stockholders elected the three nominees named in the Proxy Statement.
|
Name |
Votes For |
Withheld |
Broker Non Votes |
|
James Brannen |
55,980,067 |
339,881 |
1,046,819 |
|
Thomas Henning |
55,981,056 |
338,892 |
1,046,819 |
|
Daniel Rykhus |
55,600,376 |
719,572 |
1,046,819 |
Proposal No. 2—To adopt a non-binding resolution to approve the compensation of the Company's named executive officers:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
53,022,749 |
3,240,401 |
56,798 |
1,046,819 |
Proposal No. 3—To approve an amendment to the Company's 2014 Omnibus Incentive Plan:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
54,649,916 |
1,642,836 |
27,196 |
1,046,819 |
Proposal No. 4—To approve an amendment to the Company's 2014 Non-Employee Director Plan:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
51,280,255 |
5,011,580 |
28,113 |
1,046,819 |
Proposal No. 5—Stockholder Ratification of Independent Registered Public Accounting Firm—Stockholders Ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2018.
|
Votes For |
Votes Against |
Abstentions |
|
57,360,097 |
4,138 |
2,532 |
Item 8.01.Other Events
Appointment of Chairperson, Lead Independent Director, Committee Members, and Committee Chairs
On February 22, 2018, effective immediately, the Board of Directors (the "Board") appointed President and CEO of the Company Ken Karels as Chairperson of the Board, Thomas Henning as Lead Independent Director, and the following committee memberships and chairpersons:
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Audit Committee: Francis Grieb (Chairperson), James Brannen and James Israel. All Audit Committee members qualify as a "Financial Expert" as defined by Regulation S-K Item 407. |
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Compensation Committee: Daniel Rykhus (Chairperson), James Spies and Stephen Lacy. |
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Governance Committee: Stephen Lacy (Chairperson), Daniel Rykhus and James Spies. |
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Risk Committee: James Brannen (Chairperson), Thomas Henning, Frances Grieb and James Israel. Messrs. Brannen, Henning and Israel qualify as "Risk Management Experts" to standards set forth in Section 165 of the Dodd Frank Act. |
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Executive Committee: Thomas Henning (Chairperson), Ken Karels and Daniel Rykhus. |
All of the above named directors, except Ken Karels, President and CEO of the Company, satisfy the independence standards set forth in Section 303A of the NYSE Listed Company Manual and have no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and are independent within the meaning of Rule 10A-3 of the Exchange Act.
About GREAT WESTERN BANCORP, INC. (NYSE:GWB)
Great Western Bancorp, Inc. is a full-service regional bank holding company. The Company is the holding company of the Great Western Bank (the Bank). As of September 30, 2016, the Company served customers through 173 branches in various markets in Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. The Company focuses on business and agribusiness banking, complemented by retail banking and wealth management services. The Company’s loan portfolio consists primarily of business loans, consisting of commercial and industrial loans (C&I), commercial real estate loans and agribusiness loans. The Company offers its business banking customers a focused range of financial products designed to meet the specific needs of their businesses, including loans, lines of credit, cash management services, online business deposit and wire transfer services, in addition to non-interest-bearing demand deposit and savings accounts, and corporate credit cards.
