WINTRUST FINANCIAL CORPORATION (NASDAQ:WTFC) Files An 8-K Submission of Matters to a Vote of Security Holders

0

WINTRUST FINANCIAL CORPORATION (NASDAQ:WTFC) 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
Wintrust Financial Corporation (the “Company”) held its 2017
Annual Meeting of the Shareholders (the “Annual Meeting”) on
May 25, 2017. At the Annual Meeting, the Companys shareholders
(i) elected all twelve of the Companys director nominees, (ii)
approved an advisory (non-binding) proposal approving the
Companys 2016 executive compensation as described in the Companys
proxy statement, (iii) approved an advisory (non-binding) basis
proposal approving the frequency of future shareholder advisory
votes on executive compensation, and (iii) ratified the
appointment of Ernst Young LLP to serve as the Companys
independent registered public accounting firm for the fiscal year
2017. The results of the vote at the Annual Meeting were as
follows:
Proposal No. 1 Election of Directors
Votes For
Votes Against
Abstentions
Broker Non-Votes
Peter D. Crist
44,696,073
631,889
30,346
3,086,882
Bruce K. Crowther
44,766,926
561,239
30,143
3,086,882
William J. Doyle
45,226,469
71,376
60,463
3,086,882
Zed S. Francis III
45,223,687
73,818
60,803
3,086,882
Marla F. Glabe
45,150,316
147,431
60,561
3,086,882
H. Patrick Hackett, Jr.
45,278,326
51,136
28,846
3,086,882
Scott K. Heitmann
45,252,352
77,130
28,826
3,086,882
Christopher J. Perry
45,284,463
45,032
28,813
3,086,882
Ingrid S. Stafford
44,920,319
410,706
27,283
3,086,882
Gary D. Joe Sweeney
45,197,562
100,353
60,393
3,086,882
Sheila G. Talton
44,889,714
439,312
29,282
3,086,882
Edward J. Wehmer
45,269,228
59,089
29,991
3,086,882
Proposal No. 2 Advisory Vote on 2016 Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
44,758,644
431,909
167,755
3,086,882
Proposal No. 3 Advisory Vote on the frequency of future
shareholder advisory votes on executive compensation
Every One Year
Every Two Years
Every Three Years
Abstentions
35,031,810
70,289
10,183,181
73,028
Proposal No. 4 Ratification of Independent Registered Public
Accounting Firm
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,574,732
834,030
36,428
Item 5.03.
Amendment to the Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Additionally on May 25, 2017, the Board of Directors of the Company
amended the Companys Amended and Restated By-Laws, effective
immediately. The amendment decreases the size of the Board of
Directors from thirteen (13) directors to twelve (12) directors.
The Companys Amended and Restated By-Laws, as amended, are attached
hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 8.01.
Other Events.

On May 25, 2017, the Company’s Board of Directors elected H.
Patrick Hackett, Jr. to serve as non-executive Chairman of the
Board of Directors. Peter D. Crist completed his ninth year of
service as non-executive Chairman at the Annual Meeting and thus,
per the Company’s Corporate Governance Guidelines, was
ineligible for re-election as non-executive Chairman of the Board
of Directors following the Annual Meeting. Mr. Crist will
continue to serve as a member of the Company’s Board of
Directors.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Description
3.2
Amended and Restated By-laws of Wintrust Financial
Corporation


About WINTRUST FINANCIAL CORPORATION (NASDAQ:WTFC)

Wintrust Financial Corporation is a financial holding company. The Company conducts its businesses through three segments: community banking, specialty finance and wealth management. The Company provides community-oriented, personal and commercial banking services to customers located in the Chicago metropolitan area and in southeastern Wisconsin through its banking subsidiaries (the banks). Its subsidiary, First Insurance Funding Corporation (FIFC), is engaged in the premium finance receivables business, including commercial insurance premium finance and life insurance premium finance. It is also engaged in commercial insurance premium finance in Canada through its subsidiary, First Insurance Funding of Canada (FIFC Canada). The Company provides wealth management services to customers in its market area through its subsidiaries, The Chicago Trust Company, N.A. (CTC), Wayne Hummer Investments, LLC (WHI) and Great Lakes Advisors, LLC (Great Lakes Advisors).

WINTRUST FINANCIAL CORPORATION (NASDAQ:WTFC) Recent Trading Information

WINTRUST FINANCIAL CORPORATION (NASDAQ:WTFC) closed its last trading session down -0.46 at 70.79 with 374,688 shares trading hands.