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8-KThe WireRoutine

Shareholder Vote

Filed May 24, 2024 · 2y ago · Accession 0000314489-24-000162

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 22, 2024 __________________________________________ First Busey Corporation (Exact name of Registrant as specified in its charter) __________________________________________ Nevada 0-15950 37-1078406 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 100 W. University Ave. Champaign , Illinois 61820 (Address of Principal Executive Offices) (217) 365-4544 Registrant’s telephone number, including area code 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, $0.001 par value BUSE Nasdaq Stock Market LLC 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).  ☐ 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 5.07    Submission of Matters to a Vote of Security Holders. On May 22, 2024, First Busey Corporation (“Busey”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Stockholder representation at the Annual Meeting was summarized as follows: Shares of common stock outstanding and entitled to vote at the Annual Meeting 55,271,460 Shares represented at the Annual Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy 45,610,076 Percentage of shares represented 82.5  % At the Annual Meeting, Busey stockholders voted on four proposals, as described in Busey’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 12, 2024. 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 2025 Annual Meeting of Stockholders or when their successors are elected and have qualified. There were 5,772,417 broker non-votes in connection with the election of directors. Name Votes For % of Votes For Votes Withheld % of Votes Withheld Samuel P. Banks 38,308,197  96.2  % 1,529,462  3.8  % George Barr 38,402,199  96.4  % 1,435,460  3.6  % Stanley J. Bradshaw 35,541,641  89.2  % 4,296,018  10.8  % Michael D. Cassens 39,164,663  98.3  % 672,996  1.7  % Van A. Dukeman 38,370,673  96.3  % 1,466,986  3.7  % Karen M. Jensen 39,236,334  98.5  % 601,325  1.5  % Frederic L. Kenney 38,366,948  96.3  % 1,470,711  3.7  % Stephen V. King 38,046,120  95.5  % 1,791,539  4.5  % Gregory B. Lykins 38,680,838  97.1  % 1,156,821  2.9  % Cassandra R. Sanford 39,138,253  98.2  % 699,406  1.8  % 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. Votes For Votes Against Abstentions Broker Non-Votes 37,028,036 2,464,544 345,079 5,772,417 92.9% 6.2% 0.9% First Busey Corporation | 2024 Annual Meeting Voting Results — 2 Proposal 3: Nonbinding, advisory vote regarding the frequency of stockholder votes on executive officer compensation Busey stockholders expressed a preference, in a non-biding advisory vote, to conduct future stockholder votes on executive officer compensation once every year. Votes For 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 34,673,495 25,156 4,572,064 566,944 5,772,417 87.0% 0.1% 11.5% 1.4% Based upon these results, and consistent with the board of directors’ recommendation to stockholders in the proxy statement for the Annual Meeting, Busey expects that it will continue to hold an advisory stockholder vote on executive compensation every year until Busey’s 2030 Annual Meeting of Stockholders, when the next stockholder vote on the frequency of future advisory votes on executive compensation is required under the Securities Exchange Act of 1934. 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, 2024. Votes For Votes Against Abstentions Broker Non-Votes 44,209,761 761,284 639,031 Not Applicable 96.9% 1.7% 1.4% First Busey Corporation | 2024 Annual Meeting Voting Results — 3 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 thereunto duly authorized. FIRST BUSEY CORPORATION Date: May 24, 2024 By: /s/ Jeffrey D. Jones Jeffrey D. Jones Chief Financial Officer First Busey Corporation | 2024 Annual Meeting Voting Results — 4
Filing details
Ticker
BUSEP
CIK
314489
Form type
8-K
Filing date
May 24, 2024
Report date
May 22, 2024
Document
buse-20240522.htm
Size
189 KB