Wintrust Financial Corporation (WTFC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Wintrust Financial Annual Meeting 2021. Please note that today's meeting is being recorded. [Operator Instructions] Please note that your registered name will be announced along with your questions during the Q&A session following the formal portion of the meeting. Guests will not be able to submit questions. [Operator Instructions] If you experience the technical difficulties during the meeting, please click on the support link on the broadcasting. It is now my pleasure to turn today's meeting over to Patrick Hackett, Chairman of the Board of Wintrust Financial Corporation. The floor is yours.

Thank you, Justin, and welcome to the 2021 Annual Meeting of Shareholders of Wintrust Financial Corporation. We are all pleased you're in attendance. Justin already introduced me. 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 public health and travel concerns of our shareholders, and therefore, we are determined that it is prudent to conduct this annual meeting virtually only. You should be able to see today's media 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 Chicagoland. And despite the challenges presented by the COVID-19 pandemic in 2020, Wintrust easily met these challenges and continue to grow and further diversify its business in order to achieve continued growth. I want to point out that since we worked together at the last annual meeting, Wintrust achieved annual net income in 2020 of $293 million and grew total assets by over $8 billion to $45.1 billion. Wintrust Community Banks also played a leading role in helping small businesses and their employees during the pandemic. We worked tirelessly to originate loans under the Federal Paycheck Protection Program or PPP. Since inception, the PPP in April of 2020 -- Wintrust Community Banks have originated over 20,000 PPP loans, totaling over $4.8 million business impacted by the COVID-19 pandemic. This saved thousands of jobs in the process, an excellent performance during challenging times. Please join me in congratulating Ed Wehmer and his management team. I hereby call the meeting to order. Today, we have 4 formal agenda items for the annual meeting. They are: to 12 elect directors, to amend and restate the employee stock purchase plan, to consider a proposal approving the company's executive compensation and to ratify the appointment of Ernst & Young LLP to serve independent registered public accounting firm for fiscal year 2021. Now if I may, let me introduce the inspector of election, American 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 Casquix ], relationship manager of American Stock Transfer & Trust Company, is representing the transfer agent. Kate Boege, our General Counsel, will act as secretary of the meeting. Allow me to introduce our Wintrust Board of Directors. This Board has put in a tremendous amount of effort into making Wintrust a success. They have 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; Alex E. Washington, III; and Edward J. Wehmer. I'd also you like to introduce a Director nominee. As you undoubtedly read in the proxy, we have nominated one new Director candidate, Dr. Suzet M. McKinney. We also want to acknowledge that 2 of our current directors, Chris Perry and Ingrid Stafford, are not standing for reelection this year. Mr. Perry and Ms. Stafford have truly been outstanding and valued members of our Board since 2009 and 1998, respectively. Please join me in thanking them for their years of service to our company. I would also like to take this opportunity to recognize Wintrust senior management. Time does not permit a walk-through of a roster of their names. They are an outstanding team. We are very proud of Ed and his team. It takes great team of leaders to get us through the environment that we are in today. I'd also like to introduce the following professional advisers who are in attendance today. [ Brenda Fleisher ] and [ Victor Miniadil ] from our independent auditors, Ernst & Young. 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 4 formal agenda items of business as of now. And the procedure for voting on today's matters will be as follows: if you have an 11-digit voting control number issued by AST and wish to vote during this meeting, you may do so by clicking the Vote link on the left-hand panel on your screen. Voting is by proxy and by digital ballot. Each share of common stock is entitled to 1 vote. Let remind you that if you have already sent in your proxy, there is no need for you to cast a digital ballot now unless you wish to change the vote. The individuals named in the proxy or any of them as indicated in the proxy that you have already -- has already been mailed and 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 icon on the left-hand side of your screen. If you are eligible to vote and you have not submitted your ballot or proxy, or if you would like to change your vote, please cast your digital vote of now. You may also ask questions during the meeting if you register with your 11-digit voting control number. [Operator Instructions] Additional copy of the notice and proxy statement is also available for your review. You may access the 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 and an announcement will be made regarding the results, then the formal meeting will be adjourned. The date of record for this annual meeting was set as April 1, 2021. We have a list of shareholders of record as of that date. This information is available for inspection. During the meeting, you may exit the document by e-mailing your inspection request to our secretary, Corporate Secretary, Kate Boege at [email protected]. This meeting is being held pursuant to the notice dated April 8, 2021, which was mailed to shareholders of record as of the close of business on the record date. Ms. secretary, do you have an appropriate affidavit to that effect?

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 1, 2021.

Thank you, Kate. A copy of the notice, proxy cards and proxy statement as well as the affidavit of mailing will be filed with the minutes of the meeting. Would the Secretary of the meeting, please read the report of the attendance of this meeting?

Mr. Chairman, in excess 52,479,998 common shares are represented in person by virtual meeting or by proxy at this meeting out of the 57 million common shares issued and outstanding that are eligible to vote on the record date for the meeting. The shares represented at this meeting does constitute over 92% of the voting power of the corporation 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. You are welcome to review the minutes, which may be accessible by clicking on the link entitled Minutes of the 2020 Annual Meeting of the Shareholders. Now let's proceed through the proposals. As of today's meeting, the shareholders of the corporation are being asked to elect 12 members of the Board of Directors of the corporation that have been nominated for a term to end at the Annual Meeting of Shareholders in the year 2022. 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; Suzet M. McKinney; Gary D. "Joe" Sweeney; Karin Gustafson Teglia; Edward J. Wehmer; Alex E. Washington, III. Each nominee has indicated a 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. [Voting]

Proposal #2, employee stock purchase plan. Shareholders of the corporation are being asked to consider a proposal to amend and restate the company's employee stock purchase plan to increase the number of shares of common stock that may be offered under such plan by 200,000 shares. We will now proceed to vote on the proposal to amend and restate the company's employee stock purchase plan to increase the number of shares of the common stock that may be offered under such plan by 200,000. We will pause briefly while the ballots are being cast and counted. [Voting]

Proposal #3, executive compensation. Shareholders of the corporation are being asked to consider an advisory basis proposal approving the company's 2020 executive compensation as described in the company's proxy. The proposal before you is to approve the compensation of the 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 this 2021 Annual Meeting of the 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 #4, ratification of an independent registered public accounting firm. As 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 accounting firm for the fiscal year 2021. 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 provide a moment for the 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 member of the Board of Directors of the corporation until the Annual Meeting of Shareholders in 2022: Peter D. Crist; Bruce K. Crowther; William J. Doyle; Marla F. Glabe; H. Patrick Hackett, Jr.; Scott K. Heitmann; Deborah L. Hall Lefevre; Suzet M. McKinney; Gary D. "Joe" Sweeney; Karin Gustafson Teglia; Edward J. Wehmer; Alex E. Washington, III.

Congratulations to the newly elected directors. Results of vote #2. The votes have now been tabulated for the agenda item to consider a proposal to amend and restate the company's employee stock purchase plan. 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 proposal to amend and restate the company's employee stock purchase plan to increase the number of shares that may be offered under such plan by 200,000.

The proposal to amend and restate the company's employee stock purchase plan is therefore approved. Results of the vote on proposal #3. The votes have now been tabulated for the agenda item to consider the nonbinding advisory proposal approving the company's 2020 executive compensation as described in the company's proxy statement. And I call upon 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 2020 executive compensation.

The advisory proposal to approve the company's 2020 executive compensation is therefore approved. Results of the vote on proposal #4. 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 accounting firm for the fiscal year 2021. And I call upon 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 appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year 2021.

The proposal to appoint Ernst & Young LLP to serve as the independent registered public accounting firm for the fiscal year 2021 is therefore approved. This concludes the formal part of the meeting, and I will entertain a motion to adjourn the annual meeting.

Mr. Chairman, I move that the 2021 annual meeting of the shareholders of Wintrust Financial Corporation be adjourned.

I second the motion.

Thank you. In the absence of any objection, the motion is carried. The formal portion of today's meeting is hereby adjourned. Ms. Secretary, are there any question from shareholders to be addressed?

Mr. Chairman, there are none.

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 as we emerge from these challenging times.

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