{"schema_version":"secwatch.filing_event.v1","accession":"0001015328-23-000160","form_type":"8-K","ticker":"WTFC","cik":"0001015328","company_name":"WINTRUST FINANCIAL CORP","filed_at":"2023-08-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:32.875737+00:00","generated_at":"2026-06-12T16:29:52.276579+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"high","headline":"Wintrust amends bylaws on director nominations, board size range set to 11-14","bullets":["Article II, Section 2.5(a) amended to require more detail on shareholder affiliation with proxy solicitation groups under Rule 14a-19.","Article II, Section 2.5(e) allows company to disregard proxies if shareholder fails to comply with Rule 14a-19 or abandons solicitation.","Article III, Section 3.2 sets board size range from 11 to 14 directors, adjustable by board within that range.","Amendments effective July 27, 2023, as adopted by the Board."],"urls":{"canonical":"https://secwatch.observer/filing/0001015328-23-000160","json":"https://secwatch.observer/filing/0001015328-23-000160.json","markdown":"https://secwatch.observer/filing/0001015328-23-000160.md","text":"https://secwatch.observer/filing/0001015328-23-000160.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1015328/000101532823000160/0001015328-23-000160-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1015328/000101532823000160/wtfc-20230727.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T16:29:52.276579+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"abb5b56d021d2bc7681a26554858fbad65669bd0","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1015328/000101532823000160/0001015328-23-000160-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}