8-K
filed June 20, 2023, 7:59 PM ET
CIK 0000920112
other material
confidence high
sentiment neutral
materiality 0.35
Heartland Financial adopts deferred comp plan, shareholders approve board declassification at annual meeting
HEARTLAND FINANCIAL USA INC
- Declassification proposal approved with 29,266,875 votes for, 414,709 against, 82,116 abstain.
- All four Class III director nominees elected: Engel, Flynn, Hopkins, Lee each received >27M votes for.
- Advisory vote on executive compensation passed with 28,791,112 for; frequency set at 1 year (27,125,173 votes).
- Ratification of KPMG as auditor for FY2023 approved with 33,518,169 for, 1,487,520 against.
- Directors Deferred Compensation Plan adopted as unfunded non-qualified plan effective June 1, 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
HEARTLAND FINANCIAL USA INC: Stockholders approved an Amended and Restated Certificate of Incorporation to declassify the board of directors and make technical changes to conform to Delaware law (effective 2023-06-14).
- Change
- charter amendment
- Effective
- 2023-06-14
Exact text from the filing
On June 14, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) virtually via the internet, at which the Company’s stockholders voted to approve an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to declassify the Company’s board of directors and effect certain other technical changes to conform to Delaware law.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
HEARTLAND FINANCIAL USA INC: Board approved amendment and restatement of bylaws to reflect board declassification, split of Compensation/Nominating/Governance Committee, and technical changes (effective 2023-06-14).
- Change
- bylaw amendment
- Effective
- 2023-06-14
Exact text from the filing
Additionally, the Board approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Amended and Restated Certificate. The Bylaws were amended and restated to reflect the declassification of the Company’s Board, to reflect the Company’s split of its Compensation, Nominating and Corporate Governance Committee into a Compensation and Human Capital Committee and a Nominating and Corporate Governance Committee, and to make certain technical, conforming and administrative changes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
HEARTLAND FINANCIAL USA INC shareholders approved Non-binding, advisory vote on the frequency of future advisory votes on executive compensation. at the 2023-06-14 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-14
Exact text from the filing
4. Non-binding, advisory vote on the frequency of future advisory votes on executive compensation. 1 YEAR 2 YEARS 3 YEARS ABSTAIN 27,125,173 67,720 2,369,132 201,675
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
HEARTLAND FINANCIAL USA INC shareholders approved Non-binding, advisory vote on executive compensation. at the 2023-06-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-14
Exact text from the filing
3. Non-binding, advisory vote on executive compensation. FOR AGAINST ABSTAIN BROKER NON-VOTES 28,791,112 750,186 222,402 5,326,867
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
HEARTLAND FINANCIAL USA INC shareholders approved Management proposal to declassify our Board of Directors. at the 2023-06-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-14
Exact text from the filing
2. Management proposal to declassify our Board of Directors. FOR AGAINST ABSTAIN BROKER NON-VOTES 29,266,875 414,709 82,116 5,326,867
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
HEARTLAND FINANCIAL USA INC shareholders approved Elect four individuals to serve as Class III directors for a three-year term expiring in 2026. at the 2023-06-14 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-14
Exact text from the filing
1. Elect four individuals to serve as Class III directors for a three-year term expiring in 2026. NOMINEE FOR WITHHOLD BROKER NON-VOTES Robert B. Engel 28,300,430 1,463,270 5,326,867 Thomas L. Flynn 27,029,923 2,733,777 5,326,867 Jennifer K. Hopkins 28,080,328 1,683,372 5,326,867 Bruce K. Lee 28,832,345 931,355 5,326,867
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
HEARTLAND FINANCIAL USA INC shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-14 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-14
Exact text from the filing
5. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. FOR AGAINST ABSTAIN 33,518,169 1,487,520 84,878
View on SEC.gov
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