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Section 1: 8-K (8-K)

umbf-8k_20190425.htm

 

 

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):  4/23/2019

 

 

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-38481

 

MO

  

43-0903811

(State or other jurisdiction of

  

(IRS Employer

incorporation)

  

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 23, 2019. As of the record date, there were a total of 49,052,126 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 42,299,654 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 2020 annual meeting of shareholders. The nominees for the directorships received the following votes:

Director

For

 

Withhold

 

Broker Non-Votes

 

Robin C. Beery

 

39,142,089

 

 

121,328

 

 

3,036,237

 

Kevin C. Gallagher

 

38,999,654

 

 

263,763

 

 

3,036,237

 

Greg M. Graves

 

37,885,050

 

 

1,378,367

 

 

3,036,237

 

Alexander C. Kemper

 

38,865,220

 

 

398,197

 

 

3,036,237

 

J. Mariner Kemper

 

38,690,222

 

 

573,195

 

 

3,036,237

 

Gordon E. Lansford, III

 

38,681,302

 

 

582,115

 

 

3,036,237

 

Timothy R. Murphy

 

38,698,052

 

 

565,365

 

 

3,036,237

 

Tamara M. Peterman

 

39,142,395

 

 

121,022

 

 

3,036,237

 

Kris A. Robbins

 

38,951,871

 

 

311,545

 

 

3,036,237

 

L. Joshua Sosland

 

38,445,617

 

 

817,800

 

 

3,036,237

 

Paul Uhlmann, III

 

38,473,835

 

 

789,582

 

 

3,036,237

 

Leroy J. Williams, Jr.

 

39,117,453

 

 

145,963

 

 

3,036,237

 

 

Based on the votes set forth above, each of the nominees was elected to serve as a director until the Annual Meeting in 2020.

 

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

38,537,954

 

 

426,411

 

 

299,052

 

 

3,036,237

 

3.  Ratification of the Corporate Audit Committee's engagement KPMG LLP to serve as the Company's independent registered public accounting firm for 2019.  The proposal received the following votes:

For

 

Against

 

Abstain

 

Broker Non-Votes

 

42,179,503

 

 

66,400

 

 

53,750

 

0

 

 


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 25, 2019

 

 

 

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