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Section 1: 8-K (8-K)

Document
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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): October 24, 2019
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________
Illinois
001-35077
36-3873352
(State or other jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
9700 West Higgins Road
Rosemont, Illinois 60018
(Address of principal executive offices)
Registrant’s telephone number, including area code (847) 939-9000
N/A
(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:
    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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 Ticker Symbol
Name of Each Exchange on Which Registered
Common Stock, no par value
WTFC
The NASDAQ Global Select Market
Series D Preferred Stock, no par value
WTFCM
The NASDAQ Global Select Market

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.             ☐

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Item 8.01.
Other Events
On October 24, 2019, the Board of Directors of Wintrust Financial Corporation (the “Company”) authorized a share repurchase, pursuant to which the Company may purchase, in one or more transactions in the open market or through privately negotiated transactions, up to $125 million of the Company’s outstanding shares of common stock. A copy of the press release relating to such authorization is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01.
 Financial Statements and Exhibits.
 (d)
Exhibits.
Exhibit No.
 
Description
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature
     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.
 
 
 
 
 
 

WINTRUST FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
By:
/s/Kathleen M. Boege
 
 
 
Kathleen M. Boege
Executive Vice President, General Counsel and Corporate Secretary
 
 
 
 
 
 
Date: October 30, 2019


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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE, DATED AS OF OCTOBER 24, 2019)

Exhibit



EXHIBIT 99.1
Wintrust Financial Corporation
9700 West Higgins Road, Rosemont, Illinois 60018


News Release                                            
        
FOR IMMEDIATE RELEASE                        October 24, 2019

FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President & Chief Operating Officer
(847) 939-9000
Website address: www.wintrust.com

WINTRUST FINANCIAL CORPORATION ANNOUNCES CASH DIVIDENDS
AND SHARE REPURCHASE AUTHORIZATION
ROSEMONT, ILLINOIS — Wintrust Financial Corporation (“Wintrust” or the “Company”) (Nasdaq: WTFC) today announced that the Company’s Board of Directors approved a quarterly cash dividend of $0.25 per share of outstanding common stock. The dividend is payable on November 21, 2019 to shareholders of record as of November 7, 2019.
Additionally, the Company’s Board of Directors approved quarterly cash dividends on outstanding shares of the Company’s 6.50% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D. The dividend is payable on January 15, 2020 to shareholders of record as of January 1, 2020.
Additionally, the Company’s Board of Directors has authorized the Company to repurchase up to $125 million of its outstanding shares of common stock. “Our decision to authorize a share repurchase highlights our continuing confidence in Wintrust’s long-term growth and our commitment to promote long-term shareholder value,” said Edward J. Wehmer, the Company’s President and Chief Executive Officer. He further stated, “The authorization of the share repurchase will allow us to take advantage of opportunities as may be presented by the equities markets. We will continue to maintain the flexibility to invest in our current business, take advantage of strategic opportunities and pay dividends.” Wintrust may repurchase shares from time to time for cash in open market transactions or in privately negotiated transactions in accordance with applicable federal securities laws. The timing and amount of any repurchases will be determined by the Company’s management based on their evaluation of market conditions, share price and other factors. The share repurchase program may be suspended or discontinued at any time.

About Wintrust
Wintrust is a financial holding company with assets of over $34 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries, with over 170 banking locations located in the greater Chicago and southern Wisconsin market areas. Additionally, Wintrust operates various non-bank business units including business units which provide commercial and life insurance premium financing in the United States, a premium finance company operating in Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, a business

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unit engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services and qualified intermediary services for tax-deferred exchanges.

Forward-Looking Information
This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and actual events or results may differ materially. Wintrust's expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in Wintrust's most recent Annual Report on Form 10-K and in any of the Company’s subsequent SEC filings. Forward-looking statements speak only as of the date made and Wintrust undertakes no duty to update the information.
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