Shareholders at UMB Financial (NASDAQ: UMBF) approve directors, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

UMB Financial Corporation reported the results of its annual shareholder meeting held on April 28, 2026. Shareholders representing 70,379,421 of 76,136,588 shares entitled to vote were present, so a quorum was achieved.

All 14 director nominees were elected to serve until the 2027 annual meeting, each receiving more votes for than against. Shareholders gave advisory approval to executive compensation, with 62,913,365 votes for and 2,104,370 against. They also ratified KPMG LLP as independent auditor for 2026 and approved the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding entitled to vote: 76,136,588 shares Shares represented at meeting: 70,379,421 shares Say-on-pay votes for: 62,913,365 shares +3 more

6 metrics

Shares outstanding entitled to vote 76,136,588 shares Record date for April 28, 2026 annual meeting

Shares represented at meeting 70,379,421 shares Quorum at 2026 annual meeting

Say-on-pay votes for 62,913,365 shares Advisory vote on executive compensation

Say-on-pay votes against 2,104,370 shares Advisory vote on executive compensation

Auditor ratification votes for 69,599,877 shares Ratification of KPMG LLP for 2026

Incentive plan votes for 61,921,217 shares Approval of Amended and Restated Omnibus Incentive Compensation Plan

Key Terms

broker non-votes, advisory vote (non-binding), independent registered public accounting firm, Omnibus Incentive Compensation Plan, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes | --------------------------------------------------------------- | 62,913,365 |"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote (non-binding) financial

"2. Advisory vote (non-binding) on the compensation paid to our named executive officers."

independent registered public accounting firm financial

"engagement of KPMG LLP to serve as the Company's independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Omnibus Incentive Compensation Plan financial

"Approval of the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan."

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

quorum financial

"70,379,421 shares were represented in person or by proxy, therefore, a quorum was present."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

04/30/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 4/28/2026

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38481


MO		43-0903811
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	UMBF	The NASDAQ Global Select Market
Depositary Shares, each representing 1/400th interest in a share of 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock Series B	UMBFO	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of the Company was held on April 28, 2026 (the “Annual Meeting”). As of the record date, there were a total of 76,136,588 shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 70,379,421 shares were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Board of Directors to a vote of the shareholders:

1. Election of 14 directors to hold office until the 2027 annual meeting of shareholders. The nominees for the directorships received the following votes:


Director	For		Against		Abstain		Broker Non-Votes
Robin C. Beery		63,360,895		1,672,391		116,542		5,229,592
Janine A. Davidson		64,083,947		871,210		194,671		5,229,592
Kevin C. Gallagher		63,985,081		1,049,415		115,332		5,229,592
Greg M. Graves		63,054,528		1,980,129		115,171		5,229,592
Bradley J. Henderson		64,917,425		115,213		117,190		5,229,592
Jennifer K. Hopkins		64,850,069		118,791		180,968		5,229,592
J. Mariner Kemper		63,775,281		1,276,035		98,512		5,229,592
Gordon E. Lansford, III		64,300,015		732,404		117,409		5,229,592
Margaret Lazo		64,394,190		628,823		126,815		5,229,592
Susan G. Murphy		64,848,862		131,117		169,849		5,229,592
Tamara M. Peterman		64,221,979		743,969		183,880		5,229,592
Kris A. Robbins		63,867,611		1,113,421		168,796		5,229,592
L. Joshua Sosland		63,278,847		1,755,718		115,263		5,229,592
Leroy J. Williams, Jr.		63,991,369		1,041,285		117,174		5,229,592

Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2027.

2. Advisory vote (non-binding) on the compensation paid to our named executive officers.


For		Against		Abstain		Broker Non-Votes
	62,913,365		2,104,370		132,093		5,229,592

3. Ratification of the Corporate Audit Committee's engagement of KPMG LLP to serve as the Company's independent registered public accounting firm for 2026. The proposal received the following votes:


For		Against		Abstain		Broker Non-Votes
	69,599,877		721,858		57,685		—

4. Approval of the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan. The proposal received the following votes:


For		Against		Abstain		Broker Non-Votes
	61,921,217		3,090,883		137,728		5,229,592

Item 9.01 Financial Statements and Exhibits


104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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.


UMB FINANCIAL CORPORATION
By:	/s/ Ram Shankar
	Ram Shankar Chief Financial Officer

Date: April 30, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What was the purpose of UMB Financial (UMBF) shareholders’ April 28, 2026 meeting?

The April 28, 2026 meeting allowed UMB Financial shareholders to elect directors and vote on key governance items. They considered director elections, executive compensation, auditor ratification, and approval of an amended Omnibus Incentive Compensation Plan, all based on shares entitled to vote as of the record date.

How many UMB Financial (UMBF) shares were eligible and represented at the 2026 annual meeting?

A total of 76,136,588 UMB Financial shares were outstanding and entitled to vote at the 2026 annual meeting. Of these, 70,379,421 shares were represented in person or by proxy, establishing a valid quorum for conducting business and approving or rejecting the proposals presented.

Were all UMB Financial (UMBF) director nominees elected at the 2026 annual meeting?

Yes, all 14 UMB Financial director nominees were elected to serve until the 2027 annual meeting. Each nominee, including J. Mariner Kemper and other board members, received more votes cast "for" than "against," with additional abstentions and broker non-votes reported for each director candidate.

How did UMB Financial (UMBF) shareholders vote on executive compensation in 2026?

Shareholders gave advisory support to UMB Financial’s named executive officer compensation. The say-on-pay proposal received 62,913,365 votes for, 2,104,370 votes against, and 132,093 abstentions, with 5,229,592 broker non-votes, indicating overall approval of the company’s disclosed executive pay program on a non-binding basis.

Did UMB Financial (UMBF) shareholders ratify KPMG as the 2026 auditor?

Yes, shareholders ratified the Corporate Audit Committee’s engagement of KPMG LLP as UMB Financial’s independent registered public accounting firm for 2026. The ratification received 69,599,877 votes for, 721,858 votes against, and 57,685 abstentions, with no broker non-votes reported on this particular proposal.

What happened with UMB Financial’s Omnibus Incentive Compensation Plan vote?

Shareholders approved the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan. The proposal received 61,921,217 votes for, 3,090,883 votes against, and 137,728 abstentions, along with 5,229,592 broker non-votes, authorizing the updated incentive plan as described in the company’s materials.

Filing Exhibits & Attachments

1 document