UMB FINANCIAL CORPORATION (NASDAQ:UMBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously reported, on April24, 2018, UMB Financial Corporation (the “Company”) held its 2018 annual meeting of shareholders where its shareholders approved the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”). The Plan replaces the UMB Long-Term Incentive Compensation Plan that was last approved by the Company’s shareholders in 2013. The material terms of the Plan are described in “Proposal #4 – Approval of the UMB Financial Corporation Omnibus Incentive Compensation Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March13, 2018, which description is hereby incorporated by reference herein. A copy of the Plan is attached hereto as Exhibit 10.1 and is hereby incorporated by reference herein.

On June8, 2018, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, approved a template Performance Share Unit Award Agreement (the “Award Agreement”) for performance share unit awards granted under the Plan. A copy of the template Award Agreement, which the Company expects to use for all Company employees and Company-affiliate employees receiving performance share unit awards under the Plan, including Section16 officers, is attached as Exhibit 10.2 and is hereby incorporated by reference herein.

The Award Agreement sets a performance period lasting approximately three (3)years over which the performance of the Company will be measured (the “Performance Period”). The performance share units awarded under the Award Agreement (the “PSUs”) will vest only upon achievement of the applicable performance criteria during the Performance Period. The grantee may earn between 0% and 200% of the target PSUs set forth in their Award Agreement (the “Target PSUs”), depending on achievement of the performance criteria. The performance criteria is determined 50% on the achievement of a three-year cumulative core after-tax earnings per share of the Company (“EPS”) target of an amount set by the Committee, and 50% on the realization of a three-year average return on tangible common equity (“ROTCE”) target set by the Committee. The number of the EPS PSUs earned by a grantee is determined by multiplying 50% of the Target PSUs by the PSU percentage assigned to the EPS percentage achieved, with interpolation in between the percentages, up to a maximum of 200% of the target amount. The number of the ROTCE PSUs earned by the grantee is determined by multiplying 50% of the Target PSUs by the PSU percentage assigned to the ROTCE percentage achieved, with interpolation in between the percentages, up to a maximum of 200% of the target amount.As soon as practicable following the vesting, the Company will issue the grantee the number of shares of Company common stock equal to the PSUs vested, rounded down to the nearest whole share. The PSUs may be subject to partial accelerated vesting in the case of termination of employment due to death or disability, or termination of employment without cause or for good reason following a change in control, in each case if and to the extent that the Target PSUs would have vested on the date of such event if such date were the last day of the Performance Period. The specific calculations, percentages, and other applicable terms of the PSUs are described in more detail in the Award Agreement attached as Exhibit 10.2.

On June8, 2018, the Committee awarded the number of Target PSUs to the Company’s named executive officers as set forth in the table below.

UMB FINANCIAL CORP Exhibit
EX-10.1 2 d580052dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 UMB Financial Corporation Omnibus Incentive Compensation Plan ARTICLE I. PURPOSE OF THE PLAN This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees and non-employee directors of the Company who are largely responsible for the management,…
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About UMB FINANCIAL CORPORATION (NASDAQ:UMBF)

UMB Financial Corporation is a diversified financial holding company. The Company supplies banking services, institutional investment management, asset servicing and payment solutions to its customers in the United States and around the globe. The Company’s segments include Bank, which provides a range of banking services to commercial, retail, government and correspondent bank customers through the Company’s branches, call center, Internet banking and automated teller machine network; Payment Solutions, which provides consumer and commercial credit and debit card, prepaid debit card solutions, healthcare services and institutional cash management; Institutional Investment Management, which provides equity and fixed income investment strategies in the intermediary and institutional markets, and Asset Servicing, which provides services to the asset management industry, supporting a range of investment products, including mutual funds, alternative investments and managed accounts.