8-K

 

 

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): 4/24/2018

 

 

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 000-04887

 

MO   43-0903811

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 UMB Financial Corporation (the “Company”) was held on April 24, 2018. As of the record date, there were a total of 50,033,904 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 46,084,831 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 2019 annual meeting of shareholders. The nominees for the directorships received the following votes:

 

Director

   For      Withhold      Broker Non-Votes  

Robin C. Beery

     42,568,582        544,426        2,971,823  

Kevin C. Gallagher

     42,544,983        568,026        2,971,823  

Greg M. Graves

     41,908,080        1,204,928        2,971,823  

Alexander C. Kemper

     42,670,031        442,978        2,971,823  

J. Mariner Kemper

     42,384,886        728,122        2,971,823  

Gordon E. Lansford

     42,633,978        479,031        2,971,823  

Timothy R. Murphy

     42,325,305        787,703        2,971,823  

Kris A. Robbins

     42,551,757        561,251        2,971,823  

L. Joshua Sosland

     42,180,924        932,085        2,971,823  

Dylan E. Taylor

     42,550,101        562,907        2,971,823  

Paul Uhlmann, III

     42,191,911        921,097        2,971,823  

Leroy J. Williams, Jr.

     42,561,183        551,825        2,971,823  

Based on the votes set forth above, each of the nominees was elected to serve as a director until the Annual Meeting in 2019.

2. Advisory vote (non-binding) on the compensation paid to our named executive officers.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

42,254,964   767,059   90,986   2,971,823

3. Ratification of the Corporate Audit Committee’s engagement KPMG LLP to serve as the Company’s independent registered public accounting firm for 2018. The proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

46,057,089   17,545   10,197   0

4. Approval of the UMB Financial Corporation Omnibus Incentive Compensation Plan. The proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

39,873,503   3,044,852   194,653   2,971,823


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 26, 2018