Wintrust Financial Corporation (WTFC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Wintrust Financial 2020. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Pat Hackett, Chairman of Wintrust Financial Corporation. The floor is yours.

Thank you. Welcome to the 2020 Annual Meeting of Shareholders of Wintrust Financial Corporation. We are pleased you are in attendance. As Josh mentioned, I'm Pat Hackett, one of your directors and currently serve as Non-Executive Chair of the Board of Wintrust. I'll be the presiding officer at today's meeting. As you know, we usually hold our annual meetings of shareholders in person at Wintrust headquarters in Rosemont, Illinois; however, we are sensitive to the public health and travel concerns our shareholders may have regarding the coronavirus pandemic and the protocols that federal state and local governments have imposed. In light of the unique circumstances associated with C-19, the Board of Directors has determined that it is prudent to conduct this annual meeting virtually. Also on behalf of Wintrust, I would like to pause and take a moment to commend those providing essential services for all of our communities during the COVID-19 crisis, including all our first responders, health care professionals and other essential service providers as well as our own bank branch employees. You should be able to see today's meeting agenda on your screen, and you may access the rules of conduct for our meeting by clicking on the link entitled Rules of Conduct. Wintrust today stands as one of the leading banks headquartered in Chicago. And despite the challenges presented by the COVID-19 situation, we expect that Wintrust will meet these challenges and, ultimately, will continue to grow and further diversify its business in order to achieve continued growth. I want to point out that when last time -- since the last time we were together, Wintrust achieved record annual net income in 2019 of $355.7 million, up from $343.2 million in 2018. An excellent performance, please join me in congratulating Ed Wehmer and his management team. I hereby call the meeting to order. We have 3 formal agenda items for today's annual meeting. They are, one, to elect 13 directors to hold office until the 2021 Annual Meeting of Shareholders; secondly, to consider a proposal of approving the company's executive comp, as described in the company's proxy statement for the 2020 Annual Meeting of Shareholders; and three, to ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year 2020. Now let's introduce our inspector of election, American Stock Exchange -- or Stock Transfer & Trust company LLC, our transfer agent, will act as the inspector of election and tally the stockholders in attendance virtually and by proxy and count the votes for each agenda item. [ Ms. Kimberly Gasquez ], relationship manager of American Stock Transfer & Trust Company, is present, representing our transfer agent. Kate Boege, Wintrust's General Counsel, will act as secretary of the meeting. I'd like to introduce the Board of Directors. This board puts tremendous effort into making Wintrust a success. It has and will continue to act as good stewards of our corporation. Peter D. Crist, Bruce K. Crowther, William J. Doyle, Marla F. Glabe, myself, Scott K. Heitmann, Deborah L. Hall Lefevre, Christopher J. Perry, Ingrid S. Stafford, Gary D. "Joe" Sweeney, Karin Gustafson Teglia, and Edward AJ Wehmer -- Edward J. Wehmer, not AJ. I'd like to introduce Director nominee. As you undoubtedly read in the proxy, we have nominated our new Director candidate, Mr. Alex E. Washington, III. Next, I'd like to introduce our senior management team. I'd like to recognize the team. We are very proud of Ed and his team. It takes a great team of leaders to get us through the environment that we are in today. Many of them are on the phone. I'd also like to introduce the following professional advisers who are in attendance today. [ Brenda Fleisher ], from our independent auditors, Ernst & Young. Let's open the polls for voting. We have designated American Stock Transfer & Trust Company, our transfer agent, as inspector of election for this meeting. That company has executed an oath to perform faithfully its duties at this meeting. The oath of the inspector of election will be filed with the minutes of this meeting. The polls are now open for the 3 formal agenda items of business as of now and procedure for voting on today's matters will be as follows: if you have an 11-digit voting control number issued by the American Stock Transfer & Trust company and wish to vote during this meeting, you may do so by clicking the vote link on the left-hand panel of your screen; voting is by proxy and by digital ballot; each share of common stock is entitled to 1 vote. Let me remind you that if you have already sent in your proxy, there is no need for you to cast the digital ballot now unless you wish to change the vote. The individuals named in the proxy or any of them will vote as indicated on the proxy that you already have mailed or delivered to us. As a reminder, if you're voting today, please be certain you have your 11-digit voting control number issued by AST and click the vote link on the left side of your screen. If you are eligible to vote and have not submitted your ballot or proxy or if you would like to change your vote, please cast your digital vote now. Ballots will be tallied immediately after we have voted on all matters on the agenda. Upon receipt of the ballots, the polls will officially be closed. The digital votes cast today will be counted in the final tally along with the proxies previously submitted. Excuse me for a sec. You may also ask questions during the meeting if you are registered with your 11-digit voting control number. Please refer to the chatbox icon located on the top of the left panel of your screen to submit a written question. A digital copy of the notice and proxy statement is also available for your review. You may access that document by clicking on the link named Annual Report Proxy Statement on the left-hand side of your screen. During the meeting, we will address the matters described in the agenda shown on your screen. Voting will be completed, an announcement will be made regarding the results, then the formal meeting will be adjourned. The date of record for this annual meeting of shareholders was set as April 3, 2020. We have a list of shareholders of record as of that date. This information is available for inspection anytime during the meeting, and you may access that document by e-mailing your inspection request to our Corporate Secretary, Kate Boege at [email protected]. This meeting is being held pursuant to a notice date, April 9, 2020, which was mailed to all shareholders of record as of the close of business on the record date. Ms. Secretary, do you have an appropriate affidavit to that effect?

Yes, Mr. Chairman, I do have an affidavit stating that the notice of the Annual Meeting of Shareholders was mailed, together with proxy cards and a proxy statement, as required by the applicable Securities and Exchange Commission regulation to all shareholders of record as of the close of business on the record date of April 3, 2020.

A copy of this proxy card and proxy statement as well as the FDA mailing will be filed with the minutes of the meeting. Will Secretary of the meeting please read the report of attendance of this meeting?

In excess of 51,605,249 common shares are represented in person by virtual means or by proxy at this meeting out of the 57.5 million common shares issued and outstanding that are eligible to vote on the record date for the meeting. The shares represented at this meeting constitute over 89.68% of the voting power of the corporation's issued and outstanding common shares.

With the majority of the voting power of the issued and outstanding common shares represented here today, a quorum is present. We will now proceed with the business of the meeting. The minutes from last year's Annual Shareholder Meeting are available for inspection. However, to expedite the formal part of the meeting, we will waive the reading of last year's meeting minutes. You are welcome to review the minutes which may be accessible by clicking on the link entitled Minutes of the 2019 Annual Meeting of the Shareholders. Proposal #1, election of directors. At today's meeting, the shareholders of corporation are being asked to elect 13 directors of the corporation that have been nominated for a term to end at the Annual Meeting of Shareholders in the year 2021. The nominees are Peter D. Crist; Bruce K. Crowther; William J. Doyle; Marla F. Glabe; H. Patrick Hackett, Jr.; Scott K. Heitmann; Deborah L. Hall Lefevre; Christopher J. Perry; Ingrid S. Stafford; Gary D. "Joe" Sweeney; Karin Gustafson Teglia; Edward J. Wehmer; Alex E. Washington, III. Each nominee has indicated the willingness to serve, and the Board of Directors has no reason to believe that any of the nominees will not be available for election. We will now proceed to the voting for the election of the directors as listed in the proxy statement. Proposal #2, executive comp. Shareholders of the corporation are being asked to consider on advisory basis proposal approving the company's 2019 executive compensation as described in the company's proxy. The proposal before you is to approve the compensation of executives pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the proxy for the 2020 Annual Meeting of Shareholders. Because the shareholder vote is advisory, it will not be binding on the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Proposal #3 ratification of independent registered public account. The shareholders of the company are being asked to consider the ratification of the appointment of Ernst & Young LLP to serve as the independent registered public accountant for fiscal year 2020. Ernst & Young has served as the company's independent registered public accounting firm since 1999. The Audit Committee of the company appoints the independent registered public accountant and recommends your ratification. All of the proposals to be voted upon at this meeting are now before us, and we will now proceed to vote on each of these proposals. I'll now provide a minute for final submission of votes. [Voting]

The polls are now closed, and the votes have now been tabulated for the voting of the election of directors, and I call upon the inspector of election to present the report as to the results of the voting.

A majority of the votes of the shares present and voting at this meeting were cast in favor of electing the following individuals to serve as members of the Board of Directors of the corporation until the Annual Meeting of Shareholders in 2021: Peter D. Crist; Bruce K. Crowther, William J. Doyle; Marla F. Glabe; H. Patrick Hackett, Jr.; Scott K. Heitmann; Deborah L. Hall Lefevre; Christopher J. Perry; Ingrid S. Stafford; Gary D. "Joe" Sweeney; Karin Gustafson Teglia; Edward J. Wehmer; Alex E. Washington, III.

Congratulations to the newly elected directors. The votes have now been tableted for the agenda item to consider the nonbinding advisory proposal approving the company's 2019 executive compensation as described in the company's proxy statement, and I call upon the election -- the inspector of election to present the report as to the results of the voting.

A majority of the shares present and entitled to vote at this meeting were cast in favor of the nonbinding advisory proposal approving the company's 2019 executive compensation.

The advisory proposal to approve the company's 2019 executive compensation is therefore approved. The votes have now been tabulated for the voting on the ratification of the appointment of Ernst & Young LLP to serve as the independent registered public accountant for fiscal year 2020, and I call upon the inspector of elections to present the report as to the results of the voting.

A majority of the shares present and entitled to vote at this meeting were cast in favor of the appointment of Ernst & Young LLP to serve as the independent registered public accountant for fiscal year 2020.

The proposal to appoint Ernst & Young LLP to serve as the independent registered public accountant for fiscal year 2020 is therefore approved. This concludes the formal part of the meeting, and I will entertain a motion to adjourn the annual meeting.

Motion to adjourn, Mr. Chairman.

Second, Mr. Chairman.

Thank you.

Second, Mr. Chairman.

Thank you, [ Peter ]. In the absence of any objection, the motion is carried. The formal portion of the meeting is hereby adjourned. Ms. Secretary, are there any questions from shareholders to be addressed?

Mr. Chairman, there are no shareholder questions to be addressed at this time.

Thank you. The company and Board appreciate your support of the proposals presented today. We wish each of you in attendance continued health and prosperity during these challenging times. And with that, we are adjourned. Thank you very much. If you have any questions off-line that you'd like to be addressed, do not hesitate to call Ed and his management team, they'll get back to you. Have a nice day, and thank you for attending. Goodbye.

Thank you. This concludes the meeting. You may now disconnect.