UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2024, Wintrust Financial Corporation’s (“Wintrust”) Board of Directors (the “Board”) appointed Richard Postma to serve on the Board and to fill the vacancy created by the Board Increase, as defined below. Mr. Postma previously served as Chairman of Macatawa Bank Corporation (“Macatawa”). The Board determined that Mr. Postma is independent under the listing standards of the Nasdaq Stock Market.
This appointment was made in connection with the Merger Agreement, as defined below. Pursuant to the Merger Agreement, Wintrust agreed to take all appropriate action, subject to and in accordance with its articles of incorporation and by-laws, to appoint one individual serving on the Macatawa board of directors to the Board, effective immediately following the effective time of the Merger, as defined below, to serve until Wintrust’s next annual meeting of shareholders. Pursuant to the Merger Agreement, Wintrust shall endeavor to nominate and recommend Mr. Postma for reelection to the Board for one subsequent additional one year term following his initial term, subject to customary conditions.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, Wintrust’s Board of Directors approved an amendment to Section 3.2 of Wintrust’s Amended and Restated By-laws, as amended, effective immediately, to provide that the number of directors of Wintrust shall be no fewer than twelve (12) and no greater than fifteen (15) (“Board Increase”). The Amended and Restated By-laws are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 8.01 Other Events
On August 1, 2024, Wintrust and Macatawa issued a joint press release announcing the completion of the previously announced acquisition of Macatawa in accordance with the Agreement and Plan of Merger, dated as of April 15, 2024 (the “Merger Agreement”), by and among Macatawa, Wintrust and Leo Subsidiary LLC, a wholly owned subsidiary of Wintrust (“Merger Sub”). Under the Merger Agreement, Macatawa merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Wintrust (the “Merger”).
Wintrust and Macatawa’s press release dated August 1, 2024 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-laws of Wintrust Financial Corporation, Adopted Effective August 1, 2024. | |
| 99.1 | Press Release dated August 1, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WINTRUST FINANCIAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Kathleen M. Boege | |
| Kathleen M. Boege | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Date: August 1, 2024