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): August 3, 2011
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Illinois
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001-35077
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36-3873352 |
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification No.) |
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| 727 North Bank Lane |
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| Lake Forest, Illinois
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60045 |
| (Address of principal executive
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(Zip Code) |
| offices) |
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Registrant’s telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 3, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of
Wintrust Financial Corporation (the “Company”) adopted a long-term incentive program (the
“Program”) for officers of the Company, including the executive officers named in the Compensation
Discussion & Analysis section of the Company’s definitive proxy statement relating to its 2011
Annual Meeting of Shareholders. The goal of the Program is to motivate and retain employees,
support the Company’s business plan and strategic objectives, focus participants on achieving
long-term goals of the Company, align the interests of executives with the interests of
shareholders, compete effectively for talent and enhance total compensation that provides a
measurement of success for executive officers. Pursuant to the Program, on August 3, 2011, the
Committee approved grants of performance-vested restricted unit awards, which will be settled in
cash, performance-vested restricted stock awards and time-vested stock options to the Company’s
named executive officers. All of the awards were made pursuant to the Company’s 2007 Stock
Incentive Plan, as amended.
Stock Option Awards
The exercise price for each stock option award was $33.28 per share. One-third of the stock
option awards made to each executive officer will vest at December 31, 2011, one-third will vest at
December 31, 2012 and one-third will vest at December 31, 2013. Each of the stock options has a
seven year term. The number of shares of Company common stock subject to the options granted to
the Company’s named executive officers is set forth below.
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Number of |
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shares subject to |
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stock option |
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awards |
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Edward J. Wehmer |
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12,555 |
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David A. Dykstra |
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7,651 |
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Richard B. Murphy |
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4,590 |
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David L. Stoehr |
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3,060 |
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Leona A. Gleason |
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2,786 |
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Restricted Stock Awards and Restricted Unit Awards
The restricted stock awards and restricted unit awards will each be earned at the end of a
performance period ending December 31, 2013. The number of shares issuable under the restricted
stock awards and the amount of cash payable under the restricted unit awards will be determined by
the Compensation Committee based on Company performance against pre-established goals, subject to
negative discretion adjustments in accordance with Section 162(m) of the Internal Revenue Code and
Section 16 of the Exchange Act. More detail regarding the restricted stock awards and restricted
unit awards is set forth below.
Restricted Stock Awards
This following table shows the number of shares issuable pursuant to the restricted stock
awards to each of the Company’s named executive officers under three scenarios: first, if the
Company achieves the maximum level of performance identified by the Committee, second if the
Company achieves the target level of performance identified by the Committee, or third, if the
Company achieves the threshold level of performance identified by the Committee.
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Number of |
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restricted |
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Number of |
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Number of |
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shares— |
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restricted shares |
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restricted shares |
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Maximum |
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—Target |
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—Threshold |
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| Name |
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Performance |
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Performance |
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Performance |
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Edward J. Wehmer |
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12,019 |
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6,010 |
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3,005 |
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David A. Dykstra |
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7,324 |
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3,662 |
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1,831 |
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Richard B. Murphy |
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4,395 |
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2,197 |
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1,099 |
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David L. Stoehr |
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2,930 |
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1,465 |
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732 |
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Leona A. Gleason |
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2,667 |
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1,333 |
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667 |
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Restricted Unit Awards
This following table shows the amount payable pursuant to the restricted unit awards to each
of the Company’s named executive officers under three scenarios: first, if the Company achieves
the maximum level of performance identified by the Committee, second if the Company achieves the
target level of performance identified by the Committee, or third, if the Company achieves the
threshold level of performance identified by the Committee.
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Amount payable |
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Amount payable |
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Amount payable |
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under restricted |
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under restricted |
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under restricted |
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unit awards— |
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unit awards— |
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unit awards— |
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Maximum |
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Target |
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Threshold |
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| Name |
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Performance |
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Performance |
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Performance |
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Edward J. Wehmer |
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$ |
800,000 |
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$ |
400,000 |
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$ |
200,000 |
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David A. Dykstra |
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487,500 |
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243,750 |
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121,875 |
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Richard B. Murphy |
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292,500 |
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146,250 |
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73,125 |
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David L. Stoehr |
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195,000 |
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97,500 |
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48,750 |
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Leona A. Gleason |
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177,500 |
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88,750 |
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44,375 |
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The stock option awards, restricted stock awards and restricted unit awards are each subject
to the standard terms and conditions of the Company’s form of stock option award, restricted stock
award, and restricted unit award.
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