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): January 25, 2007
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Illinois
(State or other jurisdiction
of
Incorporation)
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0-21923
(Commission File Number)
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36-3873352
(I.R.S. Employer Identification No.) |
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727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive offices)
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60045
(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 1.01. Entry into a Material Definitive Agreement.
2006 Bonus. The Board of Directors (the “Board”) of Wintrust Financial Corporation
(the “Company”), based on the recommendation of the Compensation Committee, authorized the payment
of annual bonus awards under the Company’s 1997 Stock Incentive Plan and 2007 Stock Incentive Plan
to the Company’s executive officers for the year ended December 31, 2006. The Compensation
Committee recommended awards based on its assessment of the Company’s and each executive’s
performance measured against previously set financial and business objectives. The shares of
restricted stock awarded vest on the first anniversary of the original award. The following table
sets forth the awards to the executive officers who will be included as Named Executive Officers in
the Company’s 2007 Proxy Statement. Edward J. Wehmer and David A. Dykstra will be included as Named
Executive Officers in the Company’s 2007 Proxy Statement but did not receive a cash or stock bonus
for the year ended December 31, 2006.
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| Name |
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Cash Bonus |
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Stock Bonus |
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Total Bonus |
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Randolph M. Hibben |
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$ |
0 |
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$ |
74,000 |
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$ |
74,000 |
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Richard B. Murphy |
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$ |
20,000 |
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$ |
55,000 |
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$ |
75,000 |
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David L. Stoehr |
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$ |
24,200 |
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$ |
30,800 |
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$ |
55,000 |
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2007 Base Salary. On January 25, 2007, the Board approved, based on the recommendation of the
Compensation Committee, base salaries in the amounts indicated below, effective as of February 1,
2007, for those executives who will be included as Named Executive Officers in the Company’s 2007
Proxy Statement:
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| Name |
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Base Salary |
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Edward J. Wehmer |
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$ |
700,000 |
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David A. Dykstra |
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$ |
510,000 |
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Randolph M. Hibben |
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$ |
290,000 |
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Richard B. Murphy |
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$ |
290,000 |
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David L. Stoehr |
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$ |
230,000 |
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The Company will provide additional information regarding compensation of its executive
officers in its Proxy Statement for the 2007 Annual Meeting of Shareholders.
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