---
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"
generated_at: "2026-06-12T16:29:52.276579+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Wintrust amends bylaws on director nominations, board size range set to 11-14

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001015328-23-000160
- JSON: https://secwatch.observer/filing/0001015328-23-000160.json
- Plain text: https://secwatch.observer/filing/0001015328-23-000160.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1015328/000101532823000160/0001015328-23-000160-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.