Form 8K Voting Results May 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
Date of Report: May 21, 2014
(Date of earliest event reported)
Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation)
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001-15393 | | 42-1405748 |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
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1398 Central Avenue, Dubuque, Iowa | | 52001 |
(Address of principal executive offices) | | (Zip Code) |
(563) 589-2100
(Registrant's telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(f) As indicated in footnote (3) to the Summary Compensation Table contained in the Proxy Statement for the 2014 Annual Meeting of Stockholders of Heartland Financial USA, Inc. ("Heartland") filed with the SEC on April 4, 2014 (the "2014 Proxy Statement"), the amounts contained in the Summary Compensation Table as Non-Equity Plan Compensation for the year ended December 31, 2013, reflected a 50% payout of the estimated total bonuses that might eventually be paid. The total bonuses (non-equity incentive plan compensation) for executive officers could not be finally determined as of the filing date, because a portion of the bonus was subject to downward adjustment by Heartland's Compensation/Nominating Committee based upon peer financial performance and peer median total compensation information for the year ended December 31, 2013.
The data of peer financial performance and compensation for 2013 became available in April and early May 2014. Based on such data, the Heartland Compensation /Nominating Committee met on May 21, 2014, and approved the following payments to Heartland's top 5 named executive officers with respect to the year ended December 31, 2013:
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Name | | Additional Non-Equity Plan Compensation | | Total Non-Equity Plan Compensation | | Total Compensation |
Lynn B. Fuller | | $ | 145,772 |
| | $ | 254,695 |
| | $ | 1,054,644 |
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David L. Horstmann | | $ | 29,297 |
| | $ | 50,391 |
| | $ | 339,927 |
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Kenneth J. Erickson | | $ | 47,356 |
| | $ | 98,952 |
| | $ | 505,436 |
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Douglas J. Horstmann | | $ | 39,684 |
| | $ | 78,273 |
| | $ | 488,589 |
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Brian J. Fox | | $ | 36,401 |
| | $ | 62,609 |
| | $ | 369,710 |
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a), (b) Heartland held its Annual Meeting of Stockholders in Dubuque, Iowa, on May 21, 2014. At the meeting, James F. Conlan, Thomas L. Flynn and Kurt M. Saylor were elected to serve as Class III Directors (term expires in 2017). Continuing as Class I Directors (term expires in 2015) are Lynn B. Fuller, John C. Cox, Jr. and R. Michael McCoy. Continuing as Class II Directors (term expires in 2016) are Mark C. Falb, John K. Schmidt and Duane E. White. Additionally, the stockholders ratified the appointment of KPMG LLP as Heartland's independent registered public accounting firm for the year ending December 31, 2014, and approved a non-binding advisory proposal on compensation to Heartland's executive officers as described in the 2014 Proxy Statement.
There were 18,454,048 issued and outstanding shares of common stock entitled to vote at the annual meeting, of which 14,459,316 shares were present in person or by proxy, representing approximately 78% of the total issued and outstanding shares entitled to vote. The voting results on the above described matters were as follows:
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| | For | | Withheld | | Broker Non-Votes |
James F. Conlan | | 9,682,143 | | 2,604,624 | | 2,172,549 |
Thomas L. Flynn | | 10,672,856 | | 1,613,911 | | 2,172,549 |
Kurt M. Saylor | | 9,947,081 | | 2,339,686 | | 2,172,549 |
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| | For | | Against | | Abstain |
Appointment of KPMG LLP | | 14,342,979 | | 68,281 | | 48,056 |
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| | For | | Against | | Abstain | | Broker Non-Votes |
Approve compensation of executives | | 11,867,975 | | 249,047 | | 169,745 | | 2,172,549 |
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.
Date: May 23, 2014
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HEARTLAND FINANCIAL USA, INC. |
| /s/ Bryan R. McKeag |
By: | Bryan R. McKeag |
| Executive Vice President & CFO |