Wintrust Financial Corp. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Wintrust Financial Corporation is holding its 2024 Annual Meeting of Shareholders on May 23, 2024, to elect directors, approve executive compensation, and ratify auditors.</b>

AI Summary

WINTRUST FINANCIAL CORP (WTFCN) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Annual Meeting scheduled for May 23, 2024, at 9:00 a.m. Central Time in Rosemont, Illinois. Shareholders will vote on electing 14 director nominees for terms until the 2025 Annual Meeting. Proposal to approve, on an advisory basis, the company's executive compensation. Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024. Record date for voting eligibility is March 28, 2024.

Why It Matters

For investors and stakeholders tracking WINTRUST FINANCIAL CORP, this filing contains several important signals. Shareholders have the opportunity to influence corporate governance by electing directors and providing feedback on executive compensation. The ratification of the auditor is a standard but crucial step in maintaining financial transparency and investor confidence.

Risk Assessment

Risk Level: low — WINTRUST FINANCIAL CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Shareholders should review the director nominees and executive compensation details before the May 23rd meeting to cast an informed vote.

Key Numbers

• 14 — Director Nominees (Number of nominees for director)
• 2025 — Annual Meeting (Term for elected directors)
• 2024 — Fiscal Year (Fiscal year for auditor appointment)

Key Players & Entities

• WINTRUST FINANCIAL CORP (company) — Registrant
• May 23, 2024 (date) — Annual Meeting date
• Gary D. "Joe" Sweeney (person) — Director not standing for re-election
• Ernst & Young LLP (company) — Independent registered public accounting firm
• March 28, 2024 (date) — Record date for voting
• Kathleen M. Boege (person) — Corporate Secretary

FAQ

Industry Context

Wintrust Financial Corporation operates within the commercial banking sector, providing a range of financial services.

Regulatory Implications

This filing is a Schedule 14A (DEF 14A), a proxy statement required by the SEC for companies soliciting shareholder votes.

What Investors Should Do

1. Review the list of 14 director nominees and their qualifications.
2. Examine the details of the company's executive compensation plan.
3. Confirm the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2024.

Key Dates

• 2024-05-23: Annual Meeting of Shareholders — Election of directors, advisory vote on executive compensation, and auditor ratification.
• 2024-03-28: Record Date — Determines shareholders eligible to vote at the Annual Meeting.
• 2024-04-04: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, providing information on upcoming shareholder votes and corporate governance matters.

Key Financial Figures

• $8,000 — 06902, to solicit proxies for a fee of $8,000 plus expenses. What are the Board's r

Filing Documents

• tm242924-2_def14a.htm (DEF 14A) — 2460KB
• bc_adjustedeps-4c.jpg (GRAPHIC) — 54KB
• bc_netincome-4c.jpg (GRAPHIC) — 56KB
• bc_payforperformfocus-4c.jpg (GRAPHIC) — 57KB
• bc_tsr-4c.jpg (GRAPHIC) — 54KB
• px_24wintrustproxy01pg01-bw.jpg (GRAPHIC) — 349KB
• px_24wintrustproxy01pg02-bw.jpg (GRAPHIC) — 211KB
• sg_kathleenmboege-bw.jpg (GRAPHIC) — 9KB
• 0001104659-24-043637.txt (&nbsp;) — 5740KB
• wtfc-20231231.xsd (EX-101.SCH) — 9KB
• wtfc-20231231_def.xml (EX-101.DEF) — 7KB
• wtfc-20231231_lab.xml (EX-101.LAB) — 30KB
• wtfc-20231231_pre.xml (EX-101.PRE) — 9KB
• tm242924-2_def14a_htm.xml (XML) — 407KB

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Certain Beneficial Owners, Directors and Management 19 Delinquent Section 16(a) Reports 21 Related Party Transactions 21 Corporate Social Responsibility 22 Proposal No. 1—Election of Directors 26 Executive Officers of the Company 33

Executive Compensation—Compensation Discussion & Analysis

Executive Compensation—Compensation Discussion & Analysis 35 2023 Summary Compensation Table 54 2023 Grants of Plan-Based Awards Table 55 2023 Outstanding Equity Awards at Fiscal Year-End Table 56 2023 Option Exercises and Stock Vested Table 58 2023 Nonqualified Deferred Compensation Table 58 Potential Payments Upon Termination or Change in Control 59 Compensation Committee Report 64 CEO Pay Ratio Disclosure 64 Pay Versus Performance 65 Equity Compensation Plan Information 69 Proposal No. 2—Approval of, on an Advisory (Non-Binding) Basis, the Company's Executive Compensation as described in this Proxy Statement 69 Report of the Audit Committee 70 Proposal No. 3—Ratification of Ernst & Young LLP to Serve as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2024 71 Audit and Non-Audit Fees Paid 71 Shareholder Proposals for the 2025 Annual Meeting 72 Other Business 72 i TABLE OF CONTENTS WINTRUST FINANCIAL CORPORATION 9700 West Higgins Road, Suite 800 Rosemont, Illinois 60018 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD THURSDAY, MAY 23, 2024 These proxy materials are furnished in connection with the solicitation by the Board of Directors (the "Board" with individual members of the Board each being referred to herein as a "Director") of Wintrust Financial Corporation, an Illinois corporation ("Wintrust" or the "Company"), of proxies to be used at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") and at any adjournment of such meeting. In accordance with rules and regulations of the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each shareholder of record, we furnish proxy materials, which include this Proxy Statement (this "Proxy Statement") and the accompanying proxy card, Notice of Annual Meeting, and Annual Report on Form 10-K for fiscal year ended December 31,

View Full Filing

View this DEF 14A filing on SEC EDGAR