UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2009
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Illinois
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0-21923
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36-3873352 |
(State or other
jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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727 North Bank Lane
Lake Forest, Illinois
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60045
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(Address of principal
executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (847) 615-4096
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2008 Bonus. The Board of Directors (the “Board”) of Wintrust Financial Corporation (the
“Company”), based on the recommendation of the Compensation Committee (the “Committee”) of the
Board, authorized the payment of cash bonus awards to the Company’s executive officers for the year
ended December 31, 2008. The Committee recommended awards based on its assessment of the Company’s
and each executive’s performance measured against previously set financial and business objectives.
The following table sets forth the awards to the executive officers of the Company who will be
included as Named Executive Officers in the Company’s Proxy Statement for the 2009 Annual Meeting
of Shareholders (the “Proxy Statement”). Edward Wehmer and David Dykstra will be included as Named
Executive Officers in the Proxy Statement but did not receive a cash or stock bonus for the year
ended December 31, 2008.
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| Name |
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Cash Bonus |
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Stock Bonus |
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Total Bonus |
Richard B. Murphy |
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$ |
50,000 |
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— |
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$ |
50,000 |
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David L. Stoehr |
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$ |
47,000 |
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— |
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$ |
47,000 |
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John Fleshood |
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$ |
30,000 |
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— |
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$ |
30,000 |
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2009 Base Salary. On January 29, 2009, the Board approved, based on the recommendation of the
Committee, base salaries in the amounts indicated below, effective as of February 1, 2009, for
those executives who will be included as Named Executive Officers in the Proxy Statement:
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| Name |
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Base Salary |
Edward J. Wehmer |
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$ |
800,000 |
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David A. Dykstra |
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$ |
600,000 |
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Richard B. Murphy |
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$ |
380,000 |
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David L. Stoehr |
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$ |
280,000 |
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John Fleshood |
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$ |
278,000 |
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The Company will provide additional information regarding compensation of its executive
officers in the Proxy Statement.
Item 8.01. Other Events.
The information in this Item 8.01 of this Current Report and Exhibit 99.1 is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The information in this
Item 8.01 of this Current Report and Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended.
On January 29, 2009, the Company issued a press release announcing that its Board of Directors
has declared a semi-annual cash dividend of $0.18 per share of its outstanding common
stock. This cash dividend is payable on February 26, 2009 to shareholders of record as of
February 12, 2009. The press release announcing the semi-annual dividend is attached hereto as
Exhibit No. 99.1.
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