---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-016360"
form_type: "8-K"
ticker: "UMBF"
cik: "0000101382"
company_name: "UMB FINANCIAL CORP"
filed_at: "2023-01-26T23:59:59+00:00"
generated_at: "2026-06-20T07:42:36.655958+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# UMB Financial amends bylaws; eliminates cumulative voting, raises special meeting threshold to 50%

## Summary
- Board approved amended bylaws on Jan 24, 2023, with several governance changes.
- Eliminated cumulative voting for director elections.
- Changed director election standard from plurality to majority vote in uncontested elections.
- Increased shareholder threshold to call special meeting from one-fifth to 50% of outstanding shares.
- Added provisions for virtual shareholder meetings and compliance with SEC Rule 14a-19(b) for nominations.

## SEC filing metadata
- accession: 0001193125-23-016360
- form_type: 8-K
- ticker: UMBF
- cik: 0000101382
- company_name: UMB FINANCIAL CORP
- filed_at: 2023-01-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/101382/000119312523016360/0001193125-23-016360-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/101382/000119312523016360/d327094d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-016360
- JSON: https://secwatch.observer/filing/0001193125-23-016360.json
- Plain text: https://secwatch.observer/filing/0001193125-23-016360.txt

## Key facts
- Governance Changes
  UMB FINANCIAL CORP: Amended Bylaws to add virtual meeting flexibility, raise special meeting threshold to 50%, update director nomination and voting standards, eliminate cumulative voting, and make other technical changes (effective 2023-01-24).
  - Change: bylaw amendment
  - Effective: 2023-01-24
  source text: On January 24, 2023, the Board of Directors (the “Board”) of UMB Financial Corporation (the “Company”) approved revised Bylaws (as amended, the “Bylaws”) to: (i) add flexibility in setting shareholder meetings, including with respect to expressly including virtual meetings; (ii) allow shareholders owning fifty percent (50%) or more of the outstanding shares of the Company’s stock to call a special meeting (previously, shareholders owning a minimum of one-fifth of the outstanding shares could call a meeting); (iii) for any shareholder nominations, require the shareholder to comply with all applicable requirements of the Securities Exchange Act of 1934 as amended, including, without limitation, Rule 14a-19(b) promulgated under the Securities Exchange Act of 1934 as amended, and to provide the Company with certain notices with respect thereto; (iv) eliminate cumulative voting; (v) change the voting standard for the election of directors in an uncontested election from a plurality vote req
  evidence_url: https://www.sec.gov/Archives/edgar/data/101382/000119312523016360/0001193125-23-016360-index.htm

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