SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2011
WINTRUST FINANCIAL CORPORATION
(Exanct name of registrant as specified in its charter)
Registrants telephone number, including area code (847) 615-4096
(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:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Wintrust Financial Corporation (the Company) held its 2011 Annual Meeting of Shareholders on May 26, 2011. At the meeting, the Companys shareholders approved a proposal to amend the Companys 2007 Stock Incentive Plan (the Plan) to (x) add an additional 2,860,000 shares of common stock to the number of shares that may be offered under the Plan, and (y) reapprove the material terms of the performance measures for the Plan, in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended. A more detailed description of the amended Plan is set forth in the Companys Definitive Proxy Statement filed April 28, 2011 under the Securities Exchange Act of 1934 (the Proxy Statement) in the section entitled Proposal No. 2 Approval of an Amendment to the 2007 Stock Incentive Plan and Re-Approval of Performance Measures Available Under the 2007 Stock Incentive Plan and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the amended Plan, which is attached to the Proxy Statement as Annex A and incorporated herein by reference as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Companys 2011 Annual Meeting of Shareholders, the Companys shareholders (i) elected all thirteen of the Companys director nominees, (ii) approved the proposed amendments to the Plan, (iii) approved an advisory (non-binding) proposal approving the Companys 2010 executive compensation as described in the Companys proxy statement, (iv) voted on an advisory (non-binding) proposal to determine whether future shareholder advisory votes to approve executive compensation should occur every one, two or three years and (v) ratified the appointment of Ernst & Young LLP to serve as the Companys independent registered public accounting firm for the year 2011. The results of the vote at the meeting were as follows:
Proposal No. 1 Election of Directors
Proposal No. 2 Amend the Companys 2007 Stock Incentive Plan
Proposal No. 3 Advisory Vote on 2010 Executive Compensation
Proposal No. 4 Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
Proposal No. 5 Ratification of Independent Registered Public Accounting Firm
Item 9.01. Financial Statements and Exhibits.
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.
Date: May 31, 2011
INDEX TO EXHIBITS