Umb Financial Corp 8-K, filed Apr 28, 2023
Umb Financial Corp (UMBF)
About this 8-K
Umb Financial Corp filed this 8-K on April 28, 2023, reporting on events of April 25, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
|
|
|
|
|
(State or other jurisdiction of |
|
(IRS Employer |
|
incorporation) |
|
Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
Securities Registered Pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company was held on April 25, 2023. As of the record date, there were a total of 48,504,240 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 45,095,699 shares were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Board of Directors to a vote of the shareholders:
1. Election of 12 directors to hold office until the 2024 annual meeting of shareholders. The nominees for the directorships received the following votes:
|
Director |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
|
Robin C. Beery |
|
|
42,208,861 |
|
|
|
634,411 |
|
|
|
57,812 |
|
|
|
2,194,615 |
|
|
Janine A. Davidson |
|
|
41,875,876 |
|
|
|
967,303 |
|
|
|
57,905 |
|
|
|
2,194,615 |
|
|
Kevin C. Gallagher |
|
|
42,296,751 |
|
|
|
572,900 |
|
|
|
31,433 |
|
|
|
2,194,615 |
|
|
Greg M. Graves |
|
|
34,646,130 |
|
|
|
8,235,277 |
|
|
|
19,677 |
|
|
|
2,194,615 |
|
|
Alexander C. Kemper |
|
|
40,907,804 |
|
|
|
1,913,956 |
|
|
|
79,324 |
|
|
|
2,194,615 |
|
|
J. Mariner Kemper |
|
|
41,238,395 |
|
|
|
1,644,489 |
|
|
|
18,200 |
|
|
|
2,194,615 |
|
|
Gordon E. Lansford, III |
|
|
42,034,220 |
|
|
|
847,068 |
|
|
|
19,796 |
|
|
|
2,194,615 |
|
|
Timothy R. Murphy |
|
|
42,310,204 |
|
|
|
571,688 |
|
|
|
19,192 |
|
|
|
2,194,615 |
|
|
Tamara M. Peterman |
|
|
41,895,163 |
|
|
|
948,351 |
|
|
|
57,570 |
|
|
|
2,194,615 |
|
|
Kris A. Robbins |
|
|
38,385,259 |
|
|
|
4,492,494 |
|
|
|
23,331 |
|
|
|
2,194,615 |
|
|
L. Joshua Sosland |
|
|
36,957,950 |
|
|
|
5,908,303 |
|
|
|
34,831 |
|
|
|
2,194,615 |
|
|
Leroy J. Williams, Jr. |
|
|
42,271,711 |
|
|
|
571,350 |
|
|
|
58,023 |
|
|
|
2,194,615 |
|
Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2024.
2. Advisory vote (non-binding) on the compensation paid to our named executive officers.
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
|
|
41,631,154 |
|
|
|
1,074,770 |
|
|
|
195,160 |
|
|
|
2,194,615 |
|
3. Advisory vote (non-binding) on the frequency of future advisory votes on the compensation paid to our named executive officers.
|
One Year |
|
|
Two Years |
|
|
Three Years |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|||||
|
|
36,771,433 |
|
|
|
62,500 |
|
|
|
5,810,175 |
|
|
|
256,976 |
|
|
|
2,194,615 |
|
The Board of Directors will consider the results, and its recommendation, and report its decision on the frequency of future advisory votes within the requisite time period.
4. Ratification of the Corporate Audit Committee's engagement KPMG LLP to serve as the Company's independent registered public accounting firm for 2023. The proposal received the following votes:
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
||||
|
|
44,955,726 |
|
|
|
124,733 |
|
|
|
15,240 |
|
|
|
— |
|
Item 9.01 Financial Statements and Exhibits
|
104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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.
|
UMB FINANCIAL CORPORATION |
|
|
By: |
/s/ Ram Shankar |
|
|
Ram Shankar Chief Financial Officer |
Date: April 28, 2023