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UMBF > SEC Filings for UMBF > Form 8-K/A on 14-May-2013All Recent SEC Filings

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Form 8-K/A for UMB FINANCIAL CORP


14-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote o


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

At the annual meeting of shareholders of UMB Financial Corporation (the "Company") held on April 23, 2013, the Company's shareholders approved an amendment to the UMB Financial Corporation Long-Term Incentive Compensation Plan (the "Plan") which, among other changes, increased the maximum number of shares of the Company's common stock that can be awarded under the Plan from 5.2 million to 7.44 million shares; increased the maximum amount of benefits that an eligible employee may receive in any one fiscal year from $1 million to $2 million; and eliminated any limitation relating to the maximum number of shares that can be awarded as restricted stock granted as restricted stock under the Plan. The material terms and conditions of the Plan and the amendments were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2013, under the section describing Proposal 3 on pages 63 through 70 of the proxy statement, which description is incorporated in its entirety herein by reference.

A complete copy of the Plan, as amended and restated, is attached hereto as Exhibit 10.1 which is incorporated herein by reference.



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

The annual meeting of shareholders of UMB Financial Corporation was held on April 23, 2013. As of the record date, there were a total of 40,518,099 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 36,587,669 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 ten directors to hold office until the Annual Meeting of 2014. The nominees for the directorships received the following votes:

     Director          For     Withhold  Broker Non-Votes
   Warner L. Baxter 33,582,786   181,402        2,823,481
   David R. Bradley 33,435,948   325,356        2,826,365
     Nancy K. Buese 33,621,869   142,373        2,823,427
   Peter J. deSilva 33,488,919   272,802        2,825,948
   Terrence P. Dunn 31,277,135 2,487,053        2,823,481
Alexander C. Kemper 31,808,391 1,955,797        2,823,481
   J Mariner Kemper 32,744,483 1,019,705        2,823,481

Kris A. Robbins 33,465,635 298,553 2,823,481 Thomas D. Sanders 33,496,362 267,826 2,823,481 L. Joshua Sosland 31,580,589 2,183,599 2,823,481

Based on the votes set forth above, each of the nominees was elected to serve as a director until the Annual Meeting in 2014.

2. Ratification of the Audit Committee's retention of Deloitte & Touche LLP to serve as the Company's independent auditors and to examine and audit the consolidated financial statements of the Company for the fiscal year 2013. The proposal received the following votes:

For Against Abstain Broker Non-Votes 36,290,878 236,765 60,026 0

3. To Amend the Company's Long-Term Incentive Compensation Plan. The proposal received the following votes:

For Against Abstain Broker Non-Votes 30,750,319 2,816,130 197,739 2,823,481

4. Shareholder proposal regarding the adoption of a policy to require an Independent Board Chairman. The proposal received the following votes:

For Against Abstain Broker Non Votes 10,545,543 22,757,894 460,751 2,823,481

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