Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers. (e)
At the 2022 Annual Meeting of Shareholders (the "Annual Meeting") ofWintrust Financial Corporation (the "Company") held onMay 26, 2022 , the Company's shareholders approved theWintrust Financial Corporation 2022 Stock Incentive Plan (the "2022 Plan"), which had been previously approved by the Company's Board of Directors (the "Board of Directors") subject to shareholder approval. The following paragraphs provide a summary of certain terms of the 2022 Plan. The 2022 Plan is intended to provide the Company with the ability to provide market-responsive, stock-based incentives and other rewards for officers, employees, directors and consultants of the Company and its subsidiaries that (i) provide such award recipients with a stake in the growth of the Company and (ii) encourage them to continue in the service of the Company and its subsidiaries. The Compensation Committee of the Board of Directors will administer the 2022 Plan and will designate the eligible award recipients under the 2022 Plan. Under the 2022 Plan, the Company may grant: (i) nonqualified stock options; (ii) "incentive stock options" (within the meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights ("SARs"); (iv) restricted shares; (v) restricted share units; (vi) performance awards; (vii) stock awards; and (viii) other incentive awards. Subject to the terms and conditions of the 2022 Plan, the number of shares authorized for grants under the 2022 Plan is 1,200,000 plus any shares available for awards under theWintrust Financial Corporation 2015 Stock Incentive Plan as of the effective date of the 2022 Plan. The number of shares that remain available for future grants under the 2022 Plan will be reduced by an amount equal to the number of shares subject to each award granted under the 2022 Plan. The foregoing description of the 2022 Plan is qualified in its entirety by the text of the 2022 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company's shareholders (i) elected all thirteen of the Company's director nominees, (ii) approved the 2022 Plan, (iii) approved an advisory (non-binding) proposal approving the Company's 2021 executive compensation as described in the Company's proxy statement, and (iv) ratified the appointment ofErnst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year 2022. The results of the vote at the Annual Meeting were as follows: 1 --------------------------------------------------------------------------------
Proposal No. 1 - Election of Directors
Votes For Votes Against Abstentions Broker Non-Votes Elizabeth H. Connelly 48,576,071 353,203 42,646 2,523,096 Peter D. Crist 46,549,270 2,366,979 55,671 2,523,096 Bruce K. Crowther 46,583,317 2,342,032 46,571 2,523,096 William J. Doyle 47,897,381 1,023,043 51,496 2,523,096 Marla F. Glabe 48,629,414 292,376 50,130 2,523,096 H. Patrick Hackett, Jr. 47,124,214 1,794,374 53,332 2,523,096 Scott K. Heitmann 47,709,635 1,217,510 44,775 2,523,096 Deborah L. Hall Lefevre 48,745,160 184,307 42,453 2,523,096 Suzet M. McKinney 48,423,579 505,274 43,067 2,523,096 Gary D. "Joe" Sweeney 48,021,886 898,173 51,861 2,523,096 Karin Gustafson Teglia 48,586,382 336,035 49,503 2,523,096 Alex E. Washington, III 48,130,426 796,368 45,126 2,523,096 Edward J. Wehmer 48,539,818 385,872 46,230 2,523,096
Proposal No. 2 - Adoption of the Company's 2022 Stock Incentive Plan
Votes For Votes Against Abstentions Broker Non-Votes
46,518,693 2,389,978 63,249 2,523,096
Proposal No. 3 - Advisory Vote on 2021 Executive Compensation
Votes For Votes Against Abstentions Broker Non-Votes
46,074,966 2,761,778 135,176 2,523,096
Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions Broker Non-Votes
49,278,460 2,192,957 23,599 -
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 10.1Wintrust Financial Corporation 2022 Stock Incentive Plan 2
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