Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
WINTRUST FINANCIAL CORP: Board approved amendments to the Bylaws to update director nomination notification requirements, proxy solicitation rules, and director number range (11-14) (effective 2023-07-27).
- Change
- bylaw amendment
- Effective
- 2023-07-27
Exact text from the filing
On July 27, 2023, the Board of Directors (the “Board”) of Wintrust Financial Corporation (the “Company”) approved and adopted amendments to the Company’s Amended and Restated By-laws (the “By-laws”), effective immediately. Article II, Section 2.5(a) of the By-laws was amended to update the notification requirements related to nominations of directors and solicitations of proxies, including the requirement for more detail as to shareholder affiliation with a group that intends to solicit proxies under Rule 14a-19 of the Securities Exchange Act of 1934 (the “Exchange Act”) or engage in a solicitation, as defined by the Exchange Act. Article II, Section 2.5(e) of the By-laws was amended to provide that the Company shall disregard any proxies or votes solicited by a shareholder who either fails to comply with the requirements of Rule 14a-19 of the Exchange Act or notifies the Company that such shareholder no longer intends to solicit proxies for the applicable proposed director nominee. In
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