8-K
filed April 21, 2023, 7:59 PM ET
ticker CASS
CIK 0000708781
leadership
confidence high
sentiment positive
materiality 0.55
Cass Information Systems appoints Martin Resch as CEO; grants restricted stock; declares $0.29 dividend
CASS INFORMATION SYSTEMS INC
- Martin H. Resch became CEO effective April 18, 2023; received 5,318 restricted shares on April 20.
- Time-based restricted stock (2,127 shares) vests three years from grant; performance-based (3,191) vests based on EPS/ROE targets.
- Shareholders approved 2023 Omnibus Stock Plan (1M shares authorized); all director nominees elected.
- Board declared Q2 dividend of $0.29/share, payable June 15, 2023 to holders of record June 5.
- KPMG ratified as auditor; advisory say-on-pay passed with ~93% support.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Martin H. Resch was appointed as Chief Executive Officer at CASS INFORMATION SYSTEMS INC.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Martin H. Resch was appointed as the Company’s Chief Executive Officer effective April 18, 2023 as part of the Company’s succession planning.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CASS INFORMATION SYSTEMS INC shareholders approved Election of five directors to serve three-year terms ending in 2026 at the 2023-04-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-18
Exact text from the filing
Election of five directors to serve three-year terms ending in 2026, as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Eric H. Brunngraber 9,544,237 591,965 61,000 1,878,709 Benjamin F. Edwards, IV 9,788,369 345,889 62,944 1,878,709 Ann W. Marr 9,996,878 139,273 61,052 1,878,709 Martin H. Resch 9,948,866 188,571 59,765 1,878,709 Joseph D. Rupp 9,978,646 155,925 62,632 1,878,709 All director nominees were elected.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CASS INFORMATION SYSTEMS INC shareholders approved Advisory vote on the frequency of executive compensation advisory vote at the 2023-04-18 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-18
Exact text from the filing
Advisory vote on the frequency of executive compensation advisory vote: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 9,322,698 9,015 787,427 78,062 1,878,709 By advisory vote, the shareholders voted to hold an advisory vote on executive compensation every year.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CASS INFORMATION SYSTEMS INC shareholders approved Advisory approval of the Company's executive compensation at the 2023-04-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-18
Exact text from the filing
Advisory approval of the Company’s executive compensation: Votes For Votes Against Abstentions Broker Non-Votes 9,900,410 203,377 93,415 1,878,709 The Company’s executive compensation was approved by advisory vote.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CASS INFORMATION SYSTEMS INC shareholders approved Approval of the Company's 2023 Omnibus Plan at the 2023-04-18 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-04-18
Exact text from the filing
Approval of the Company’s 2023 Omnibus Plan: Votes For Votes Against Abstentions Broker Non-Votes 9,788,611 318,396 90,195 1,878,709 The Company’s 2023 Omnibus Plan was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CASS INFORMATION SYSTEMS INC shareholders approved Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2023 at the 2023-04-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-18
Exact text from the filing
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023: Votes For Votes Against Abstentions 11,930,125 111,424 34,362
View on SEC.gov
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