UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2019
First Busey
Corporation
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Nevada
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0-15950
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37-1078406
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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100 W.
University Ave.
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
(217) 365-4544
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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BUSE
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The Nasdaq Stock Market LLC
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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, 2019, First Busey Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual
Meeting”) in Urbana, Illinois. A total of 46,348,382 of the Company's shares of common stock were present or represented by proxy at the Annual Meeting. This represented
approximately 83.34% of the Company's 55,612,896 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals. The proposals are described in
the 2019 Proxy Statement.
The final results of voting on each of the matters submitted to a vote of stockholders during the
Annual Meeting are as follows:
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The election of ten individuals to serve as a director of the Company for a one-year term expiring at the 2020 Annual Meeting of Stockholders or until their
successors are elected and have qualified. There were 9,070,402 broker non-votes in connection with the election of directors.
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Name
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Votes For
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Votes Withheld
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George Barr
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36,828,310
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449,670
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Stanley J. Bradshaw
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33,965,661
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3,312,319
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Michael D. Cassens
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36,884,189
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393,791
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David J. Downey
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26,953,225
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10,324,755
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Van A. Dukeman
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36,769,066
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508,914
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Frederic L. Kenney
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36,833,377
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444,603
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Stephen V. King
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36,360,430
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917,550
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Gregory B. Lykins
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35,737,649
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1,540,331
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George T. Shapland
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34,769,771
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2,508,209
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Thomas G. Sloan
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35,935,726
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1,342,254
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The approval, in a non-binding, advisory vote, of the compensation of the named executive officers of the Company.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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31,999,628
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4,972,833
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305,519
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9,070,402
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To ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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46,033,802
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270,958
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43,622
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Item 8.01. Other Events.
On May 22, 2019, the Company's board of directors approved an amendment to the Company’s previously adopted share repurchase program to
increase the number of shares of the Company’s common stock available for repurchase. Under the amended share repurchase program, the Company is now authorized to repurchase, from time to time as the Company deems appropriate, up to 1,333,334
remaining shares of the Company's common stock. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. The repurchase program does not obligate the Company to repurchase any
dollar amount or number of shares, and the program may be extended, modified, suspended or discontinued at any time.
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 hereunto duly authorized.
| Date: May 24, 2019 |
First Busey Corporation
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By: /s/ Robin N. Elliott
Name: Robin N. Elliott
Title: Chief Financial Officer