WINTRUST FINANCIAL CORP (Form: 8-K, Received: 01/05/2023 16:08:00)

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): December 30, 2022

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________


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

9700 West Higgins Road

Rosemont, Illinois 60018

(Address of principal executive offices)

Registrant’s telephone number, including area code (847) 939-9000

N/A

(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 13e-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, no par value	WTFC	The NASDAQ Global Select Market
Series D Preferred Stock, no par value	WTFCM	The NASDAQ Global Select Market
Series E Preferred Stock, no par value	WTFCP	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2022, Bruce K. Crowther submitted his resignation from the Board of Directors (the “Board”) of Wintrust Financial Corporation (the “Company”) effective December 31, 2022. Mr. Crowther resigned for personal reasons after more than two decades as a member of the Board. Mr. Crowther’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Elizabeth H. Connelly, a current member of the Board, replaced Mr. Crowther as chair of the Compensation Committee of the Board.

Additionally, on December 30, 2022, the Board appointed Brian A. Kenney as a director of Company, effective January 1, 2023, to fill the vacancy created by Mr. Crowther's resignation. Mr. Kenney will serve on the Information Technology/Information Security and Risk Management Committees of the Board. The Board has determined that Mr. Kenney is independent under the listing standards of the Nasdaq Stock Market.

There are no arrangements or understandings between Mr. Kenney and any other person pursuant to which Mr. Kenney was selected as a director. Mr. Kenney is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

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.


			WINTRUST FINANCIAL CORPORATION (Registrant)
			By:			/s/Kathleen M. Boege
						Kathleen M. Boege Executive Vice President, General Counsel and Corporate Secretary

Date: January 5, 2023