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Section 1: 8-K (8-K)






Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

September 27, 2018

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)



Commission File Number: 001-38481


MO   43-0903811

(State or other jurisdiction of



(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 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 13e-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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Michael Hagedorn

On September 27, 2018, Michael Hagedorn announced that he will resign from his positions as Vice Chairman of UMB Financial Corporation (the Company) and President and Chief Executive Officer of UMB Bank, National Association, the Company’s national bank subsidiary (the Bank), effective immediately. Mr. Hagedorn’s resignation was not a result of any disagreement with the Bank, the Company or its management.

In connection with his resignation, Mr. Hagedorn and the Company entered into an Agreement and Release, which provides for, among other things, (i) a full release of any and all claims that Mr. Hagedorn may have against the Bank, the Company or any of their subsidiaries or affiliates, (ii) protection of the Company’s confidential information and (iii) prohibitions on soliciting the Company’s employees or competing with the Company for a period of one year (the Release Agreement). The Release Agreement provides Mr. Hagedorn a one-time payment from the Bank of $1,750,000.


Item 7.01

Regulation FD Disclosure

Appointment of Jim Rine

On October 3, 2018, the Company announced the promotion of Jim Rine to President and Chief Executive Officer (CEO) of the Bank, following the resignation of Michael Hagedorn as Vice Chairman of the Company and President and CEO of the Bank effective immediately. Mr. Rine, who is a 24-year veteran of the Bank, had been serving as president of Commercial Banking at the Bank, prior to his promotion to President and CEO.

The Company is furnishing a copy of its news release announcing the promotion of Mr. Rine and the resignation of Mr. Hagedorn as Exhibit 99.1 hereto.

The information provided under this Item 7.01, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such filing.


Item 9.01

Financial Statements and Exhibits


    Exhibit No.    


Exhibit Description

99.1    Press release dated October 3, 2018


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.


    By:   /s/ Ram Shankar
      Ram Shankar
      Chief Financial Officer

Date: October 3, 2018

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Section 2: EX-99.1 (EX-99.1)


Exhibit 99.1





News Release                

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, MO 64106

For more information please contact:

Media Inquiries

Stephanie Hague, 816.860.5088

[email protected]

Investor Relations

Kay Gregory, 816.860.7106

[email protected]

UMB Promotes Jim Rine to Bank President and CEO

KANSAS CITY, Mo. (Oct. 3, 2018) — UMB Financial Corporation (Nasdaq: UMBF), a financial services holding company, announces today that 24-year UMB veteran and current president of Commercial Banking Jim Rine, will be promoted to UMB Bank chief executive officer (CEO), effective immediately, following news that current UMB Bank CEO Mike Hagedorn has left to pursue other opportunities.

“I’m extremely excited to have Jim in this role,” said Mariner Kemper, UMB Chairman and CEO. “Jim and I have worked side-by-side throughout most of our careers, and to be able to place him in this position from an expertise, experience, culture, and continuity perspective will enable a seamless transition.”

Rine started with UMB directly after graduating from Missouri State University, serving in roles of increased responsibility during his more than two decades with company. In his previous role, he oversaw commercial banking strategy and leadership across the UMB footprint, including specialty lending businesses and treasury management, which accounted for approximately 60 percent of the company’s net income.

“Jim will continue to build on the amazing momentum we’re creating across our company,” said Kemper. “Part of this will be creating and implementing integrated strategies for the bank’s businesses that will help us continue to execute against our business priorities and achieve our short- and long-term goals. I appreciate and thank Mike for his contributions, but am also excited for what Jim will bring in this expanded leadership role.”

Rine is extremely involved in the local community, serving on the board of the Downtown Council of Kansas City, Truman Library Institute, Kansas City Area Development Council, The Young Presidents Association (YPO) and is also on the advisory board for Charlie’s House. In 2018, Jim served as the co-chair for the American Heart Association’s Heart Ball. He was previously honored as one of the Kansas City Business Journal’s NextGen Leaders and is a former recipient of Ingram’s Magazine’s “40 Under 40” distinction.

About UMB:

UMB Financial Corporation (Nasdaq: UMBF) is a financial services company headquartered in Kansas City, Mo. UMB offers personal banking, commercial banking, healthcare services and institutional banking, which includes services to mutual funds and alternative-investment entities and registered investment advisors. UMB operates banking and wealth management centers throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas. For more information, visit, UMB, UMB Blog or follow us on Twitter at @UMBBank, UMB Facebook and UMB LinkedIn.

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