Wintrust (NASDAQ: WTFC) investors approve directors, pay and Ernst & Young

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Wintrust Financial Corporation reported that shareholders completed all scheduled voting at the 2026 Annual Meeting. Investors elected all twelve director nominees, with individual support levels generally around 58 million votes in favor and over 3.2 million broker non-votes recorded for each director.

Shareholders also approved the advisory, non-binding vote on the Company’s 2025 executive compensation with 56,857,769 votes for, 1,623,123 against, and 75,966 abstentions. In addition, they ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, with 57,552,404 votes for, 4,249,760 against, and 27,921 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Say-on-pay votes for: 56,857,769 shares Say-on-pay votes against: 1,623,123 shares Auditor ratification votes for: 57,552,404 shares +3 more

6 metrics

Say-on-pay votes for 56,857,769 shares Advisory 2025 executive compensation proposal

Say-on-pay votes against 1,623,123 shares Advisory 2025 executive compensation proposal

Auditor ratification votes for 57,552,404 shares Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 4,249,760 shares Ratification of Ernst & Young LLP for fiscal 2026

Votes for Timothy S. Crane 58,398,500 shares Election of directors proposal

Broker non-votes on proposals 1 and 2 3,273,227 shares Director elections and say-on-pay

Key Terms

advisory (non-binding) proposal, independent registered public accounting firm, broker non-votes, executive compensation, +1 more

5 terms

advisory (non-binding) proposal financial

"approved an advisory (non-binding) proposal approving the Company’s 2025 executive compensation"

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm"

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.

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

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.

executive compensation financial

"proposal approving the Company’s 2025 executive compensation as described in the Company’s proxy statement"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/29/2026 - 04:06 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): May 28, 2026

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Illinois	001-35077	36-3873352
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9700 West Higgins Road

Rosemont, Illinois 60018

(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 939-9000

N/A

(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 13e-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, no par value	WTFC	The NASDAQ Global Select Market
Series F Preferred Stock, no par value	WTFCN	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

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Wintrust Financial Corporation (the “Company”) held on May 28, 2026, the Company's shareholders (i) elected all twelve of the Company’s director nominees, (ii) approved an advisory (non-binding) proposal approving the Company’s 2025 executive compensation as described in the Company’s proxy statement, and (iii) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2026. The results of the vote at the Annual Meeting were as follows:

Proposal No. 1 — Election of Directors


	Votes For	Votes Against	Abstentions	Broker Non-Votes
Elizabeth H. Connelly	57,703,405	819,291	34,162	3,273,227
Timothy S. Crane	58,398,500	135,796	22,562	3,273,227
Peter D. Crist	55,192,285	3,343,601	20,972	3,273,227
Marla F. Glabe	56,625,990	1,900,267	30,601	3,273,227
Brian A. Kenney	57,923,346	602,517	30,995	3,273,227
Laura A. Kohl	58,389,726	135,956	31,176	3,273,227
Deborah L. Hall Lefevre	57,232,200	1,189,049	135,609	3,273,227
Suzet M. McKinney	57,743,798	781,624	31,436	3,273,227
David S. Richter	58,395,799	127,770	33,289	3,273,227
Gregory A. Smith	57,937,355	585,492	34,011	3,273,227
Karin Gustafson Teglia	57,733,221	790,300	33,337	3,273,227
Alex E. Washington, III	57,088,273	1,434,938	33,647	3,273,227

Proposal No. 2 — Advisory Vote on 2025 Executive Compensation


Votes For	Votes Against	Abstentions	Broker Non-Votes
56,857,769	1,623,123	75,966	3,273,227

Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions	Broker Non-Votes
57,552,404	4,249,760	27,921	—

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, Chief Legal Officer and Corporate Secretary

Date: May 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Wintrust Financial (WTFC) shareholders decide at the 2026 Annual Meeting?

Shareholders completed all scheduled votes at the 2026 Annual Meeting. They elected all twelve director nominees, approved the advisory 2025 executive compensation proposal, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.

How did Wintrust (WTFC) shareholders vote on the 2025 executive compensation proposal?

Wintrust shareholders approved the advisory, non-binding 2025 executive compensation proposal. The vote totaled 56,857,769 shares for, 1,623,123 against, and 75,966 abstentions, with an additional 3,273,227 broker non-votes recorded on this compensation-related item.

Which auditor did Wintrust Financial (WTFC) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as Wintrust’s independent registered public accounting firm for fiscal 2026. The ratification vote received 57,552,404 shares for, 4,249,760 against, and 27,921 abstentions, with no broker non-votes reported on this particular agenda item.

Were all Wintrust Financial (WTFC) director nominees elected in 2026?

All twelve Wintrust director nominees were elected at the 2026 Annual Meeting. Individual nominees generally received around 55 million to 58 million votes for, with several thousand votes against and more than 3.2 million broker non-votes reported for each board seat.

How strong was shareholder support for Wintrust (WTFC) CEO-director nominee Timothy S. Crane?

Timothy S. Crane received 58,398,500 votes for, 135,796 against, and 22,562 abstentions. There were also 3,273,227 broker non-votes. These figures indicate substantial support from voting shareholders for his continued service on Wintrust’s board of directors.

Filing Exhibits & Attachments

4 documents