Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of First Busey Corporation (“Busey”), Busey’s stockholders, upon the recommendation of Busey’s Board of Directors, approved the First Busey Corporation Amended 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan authorizes an increase of 1,350,000 shares of Busey’s common stock, $0.001 par value, for equity awards, which may be granted in any one or a combination of the following forms: incentive stock options; nonqualified stock options; stock appreciation rights; restricted shares; restricted stock units, performance-based restricted stock units, deferred stock units, which may or may not include dividend equivalents; other equity-based or equity-related or cash-based awards, including without limitation, the grant or offer for sale of unrestricted shares, bonus share awards, phantom share awards, performance share awards and performance units settled in cash. Participants under the Amended Plan may include employees, directors, and consultants of Busey or its subsidiaries.
A summary of the principal features of the Amended Plan was included in Busey’s definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission on April 14, 2023 (the “Proxy Statement”). The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the summary of the principal features of the Plan included in the Proxy Statement and the full text of the Amended Plan, a copy of which was filed as Appendix A to the Proxy Statement, and is incorporated by reference into, this Current Report on Form 8-K. Item 5.07 Submission of Matters to a Vote of Security Holders.
Stockholder representation at the Annual Meeting was summarized as follows:
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Shares of common stock outstanding and entitled to vote at the Annual Meeting | 55,264,095 |
Shares represented at the Annual Meeting by Busey stockholders who were present or by proxy | 43,227,931 |
Percentage of shares represented | 78.2 | % |
At the Annual Meeting, Busey stockholders voted on four proposals, as described in the Proxy Statement. Final results of voting on each of the matters submitted to a vote of stockholders during the Annual Meeting are as follows:
Proposal 1: Election of directors
Busey stockholders elected 10 individuals to serve as Busey's directors for a one-year term expiring at the 2024 Annual Meeting of Stockholders or until their successors are elected and have qualified. There were 6,361,040 broker non-votes in connection with the election of directors.
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Name | | Votes For | | Votes Withheld |
Samuel P. Banks | | 34,023,337 | | | 2,843,554 | |
George Barr | | 35,453,606 | | | 1,413,285 | |
Stanley J. Bradshaw | | 31,516,709 | | | 5,350,182 | |
Michael D. Cassens | | 35,883,714 | | | 983,177 | |
Van A. Dukeman | | 35,467,495 | | | 1,399,396 | |
Karen M. Jensen | | 35,810,517 | | | 1,056,374 | |
Frederic L. Kenney | | 33,921,147 | | | 2,945,744 | |
Stephen V. King | | 34,865,309 | | | 2,001,582 | |
Gregory B. Lykins | | 35,552,969 | | | 1,313,922 | |
Cassandra R. Sanford | | 35,845,487 | | | 1,021,404 | |
Proposal 2: Nonbinding, advisory vote to approve executive officer compensation
Busey stockholders approved, in a non-binding advisory vote, the compensation of Busey's named executive officers.
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
33,862,236 | | 2,539,027 | | 465,628 | | 6,361,040 |
Proposal 3: Approval of First Busey Corporation Amended 2020 Equity Incentive Plan
Busey stockholders approved the Amended Plan.
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
34,706,071 | | 1,771,021 | | 389,793 | | 6,361,046 |
Proposal 4: Ratification of Independent Registered Public Accounting Firm
Busey stockholders ratified the appointment of RSM US LLP as Busey’s independent registered public accounting firm for the year ending December 31, 2023.
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
42,287,782 | | 748,844 | | 191,305 | | — |