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Section 1: 8-K (8-K)

8-K
UMB FINANCIAL CORP MO false 0000101382 0000101382 2020-04-28 2020-04-28

 

 

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): 4/28/2020

 

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 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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1.00 Par Value

 

UMBF

 

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.  

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Dr. Janine A. Davidson is a newly elected member of the Board of Directors of UMB Financial Corporation (the “Company”). Dr. Davidson will serve on the Corporate Governance & Nominating Committee and the Compensation Committee.


Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of the Company was held on April 28, 2020. As of the record date, there were a total of 48,927,927 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 43,108,183 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 13 directors to hold office until the 2021 annual meeting of shareholders. The nominees for the directorships received the following votes:

Director

 

For

   

Withhold

   

Broker Non-Votes

 

Robin C. Beery

   

39,987,819

     

302,113

     

2,818,252

 

Janine A. Davidson

   

39,837,168

     

452,763

     

2,818,252

 

Kevin C. Gallagher

   

39,774,364

     

515,567

     

2,818,252

 

Greg M. Graves

   

38,706,267

     

1,583,664

     

2,818,252

 

Alexander C. Kemper

   

39,751,439

     

538,492

     

2,818,252

 

J. Mariner Kemper

   

39,167,615

     

1,122,317

     

2,818,252

 

Gordon E. Lansford, III

   

39,912,748

     

377,184

     

2,818,252

 

Timothy R. Murphy

   

39,978,130

     

311,801

     

2,818,252

 

Tamara M. Peterman

   

39,846,078

     

443,853

     

2,818,252

 

Kris A. Robbins

   

39,749,185

     

540,747

     

2,818,252

 

L. Joshua Sosland

   

39,669,820

     

620,111

     

2,818,252

 

Paul Uhlmann, III

   

39,622,771

     

667,161

     

2,818,252

 

Leroy J. Williams, Jr.

   

39,995,432

     

294,499

     

2,818,252

 

Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2021.

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

For

 

Against

   

Abstain

   

Broker Non-Votes

 

38,853,505

   

845,343

     

591,083

     

2,818,252

 

3. Ratification of the Corporate Audit Committee’s engagement KPMG LLP to serve as the Company’s independent registered public accounting firm for 2020. The proposal received the following votes:

For

 

Against

   

Abstain

   

Broker Non-Votes

 

42,985,666

   

61,984

     

60,534

     

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: May 4, 2020

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