Heartland Financial USA, Inc. (NASDAQ:HTLF) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
Meeting of Stockholders in Dubuque, Iowa, on May 17, 2017. At the
meeting, stockholders approved the following voting matters:
|
(1)
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Elect three individuals to serve as Class III directors
for a term expiring in 2020; |
|
(2)
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Approve an amendment to the Companys Certificate of
Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 40,000,000 shares; |
|
(3)
|
Ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2017; |
|
(4)
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Take a non-binding, advisory vote on executive
compensation; |
|
(5)
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Take a non-binding, advisory vote in favor of annual
future advisory votes on executive compensation; and |
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(6)
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Transact such other business as may properly be
presented at the meeting. |
stock and 745 shares Series D preferred stock entitled to vote at
the annual meeting. Holders of the Series D preferred stock vote
as a single class on an as-converted basis with the holders of
common stock. Holders of Series D preferred stock had 39.8883
votes per share at the annual meeting. At the annual meeting,
22,711,269 total shares of stock were present in person or by
proxy, representing approximately 85% of the total voting power
of the issued and outstanding shares of common stock and Series D
preferred stock entitled to vote. The voting results on the above
described matters were as follows:
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1. Election of 3 Class III Directors
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||||||||
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Nominee
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For
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Withheld
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Abstain
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Broker Non-Votes
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||||
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Thomas L. Flynn
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15,259,703
|
3,092,739
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N/A
|
4,358,827
|
||||
|
Bruce K. Lee
|
13,421,308
|
4,931,134
|
N/A
|
4,358,827
|
||||
|
Kurt M. Saylor
|
12,609,390
|
5,743,052
|
N/A
|
4,358,827
|
||||
|
2. Approve an amendment to the Companys Certificate of
Incorporation to increase the number of authorized shares of common stock from 30,000,000 to 40,000,000 shares |
||||||||
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||
|
21,362,895
|
1,162,410
|
185,964
|
||||||
|
3. Ratify the appointment of KPMG LLP as the Companys
independent public accountants for the fiscal year ending December 31, 2017 |
||||||||
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||
|
21,622,729
|
1,055,243
|
33,297
|
N/A
|
|||||
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4. Non-binding, advisory vote on executive compensation
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||||||||
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For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||||
|
17,389,747
|
837,606
|
125,089
|
4,358,827
|
|||||
|
5. Non-binding, advisory vote on the frequency of
future advisory votes on executive compensation |
||||||||
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Annual
|
2 Years
|
3 Years
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Abstain
|
|||||
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15,765,026
|
88,252
|
2,312,447
|
186,717
|
|||||
and Exhibits
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(a)
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Financial Statements of Business Acquired.
|
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(b)
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Pro Forma Financial Information.
|
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(c)
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Exhibits.
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About Heartland Financial USA, Inc. (NASDAQ:HTLF)
Heartland Financial USA, Inc. (Heartland) is a multi-bank holding company. The Company’s segments include community and other banking, and retail mortgage banking. Its community and other banking segment is engaged in making loans to, and generating deposits from, individuals and businesses in the markets where Heartland has banks. Its retail mortgage banking segment is engaged in the origination of residential loans and subsequent sale of those loans to investors. The Company conducts its community banking business through independently chartered community banks (collectively, the Bank Subsidiaries). Its loans include commercial, commercial real estate and consumer loans. Its securities portfolio consists of United States Government corporations and agencies, mortgage-backed securities and other securities. Its deposit products include checking and other demand deposit accounts, negotiable order of withdrawal accounts, certificates of deposit and other time deposits. Heartland Financial USA, Inc. (NASDAQ:HTLF) Recent Trading Information
Heartland Financial USA, Inc. (NASDAQ:HTLF) closed its last trading session down -0.35 at 45.40 with 87,557 shares trading hands.
