SEC EDGAR · 8-K
8-K – 2026-04-30 – umbf-20260428.htm
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- 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:
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8-K false 0000101382 0000101382 2026-04-28 2026-04-28 0000101382 us-gaap:CommonStockMember 2026-04-28 2026-04-28 0000101382 us-gaap:SeriesAPreferredStockMember 2026-04-28 2026-04-28 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 CORP ORATION (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