UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
Information regarding the amendment of Bylaws described in Item 5.03 is incorporated by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2023, the Board of Directors (the “Board”) of UMB Financial Corporation (the “Company”) approved revised Bylaws (as amended, the “Bylaws”) to: (i) add flexibility in setting shareholder meetings, including with respect to expressly including virtual meetings; (ii) allow shareholders owning fifty percent (50%) or more of the outstanding shares of the Company’s stock to call a special meeting (previously, shareholders owning a minimum of one-fifth of the outstanding shares could call a meeting); (iii) for any shareholder nominations, require the shareholder to comply with all applicable requirements of the Securities Exchange Act of 1934 as amended, including, without limitation, Rule 14a-19(b) promulgated under the Securities Exchange Act of 1934 as amended, and to provide the Company with certain notices with respect thereto; (iv) eliminate cumulative voting; (v) change the voting standard for the election of directors in an uncontested election from a plurality vote requirement to a majority vote requirement; (vi) update the indemnification provisions; and (vii) make other technical, modernizing and clarifying changes.
This description is only a summary of the changes made to the Bylaws and is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| 3.01 | Bylaws of UMB Financial Corporation, as of January 24, 2023. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
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.
| UMB FINANCIAL CORPORATION | ||
| By: | /s/ Ram Shankar | |
| Ram Shankar Chief Financial Officer | ||
Date: January 26, 2023