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

WINTRUST FINANCIAL CORPORATION

(Exanct name of registrant as specified in its charter)

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

727 North Bank Lane
Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          Wintrust Financial Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders on May 26, 2011. At the meeting, the Company’s shareholders approved a proposal to amend the Company’s 2007 Stock Incentive Plan (the “Plan”) to (x) add an additional 2,860,000 shares of common stock to the number of shares that may be offered under the Plan, and (y) reapprove the material terms of the performance measures for the Plan, in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended. A more detailed description of the amended Plan is set forth in the Company’s Definitive Proxy Statement filed April 28, 2011 under the Securities Exchange Act of 1934 (the “Proxy Statement”) in the section entitled “Proposal No. 2 —Approval of an Amendment to the 2007 Stock Incentive Plan and Re-Approval of Performance Measures Available Under the 2007 Stock Incentive Plan” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the amended Plan, which is attached to the Proxy Statement as Annex A and incorporated herein by reference as Exhibit 10.1.

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

          At the Company’s 2011 Annual Meeting of Shareholders, the Company’s shareholders (i) elected all thirteen of the Company’s director nominees, (ii) approved the proposed amendments to the Plan, (iii) approved an advisory (non-binding) proposal approving the Company’s 2010 executive compensation as described in the Company’s proxy statement, (iv) voted on an advisory (non-binding) proposal to determine whether future shareholder advisory votes to approve executive compensation should occur every one, two or three years and (v) ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year 2011. The results of the vote at the meeting were as follows:

Proposal No. 1 — Election of Directors

Name		Votes For				Abstentions				Broker Non-Votes
Peter D. Crist			29,521,870				692,356				1,913,458
Bruce K. Crowther			29,268,099				946,127				1,913,458
Joseph F. Damico			29,449,799				764,427				1,913,458
Bert A Getz, Jr.			29,708,582				505,644				1,913,458
H. Patrick Hackett, Jr.			29,703,003				511,223				1,913,458
Scott K. Heitmann			29,714,621				499,605				1,913,458
Charles H. James III			29,213,275				1,000,951				1,913,458
Albin F. Moschner			29,268,330				945,896				1,913,458
Thomas J. Neis			29,475,531				738,695				1,913,458
Christopher J. Perry			29,547,391				666,835				1,913,458
Hollis W. Rademacher			29,459,558				754,668				1,913,458
Ingrid S. Stafford			29,482,746				731,480				1,913,458
Edward J. Wehmer			29,564,281				649,945				1,913,458

Proposal No. 2 — Amend the Company’s 2007 Stock Incentive Plan

Votes For		Votes Against				Abstentions				Broker Non-Votes
25,904,524			4,243,794				65,927				1,913,439

Proposal No. 3 — Advisory Vote on 2010 Executive Compensation

Votes For		Votes Against				Abstentions				Broker Non-Votes
29,010,141			1,099,048				105,036				1,913,459

Proposal No. 4 — Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

Votes For “Every One Year”		Votes For “Every Two Years”				Votes for “Every Three Years”				Abstentions				Broker Non-Votes
26,796,267			134,090				3,163,936				107,670				1,925,721

Proposal No. 5 — Ratification of Independent Registered Public Accounting Firm

Votes For		Votes Against				Abstentions				Broker Non-Votes
31,836,807			266,350				24,527				0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
10.1		Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2011).

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.

Date: May 31, 2011

INDEX TO EXHIBITS

Exhibit
10.1		Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2011).