Item 2.02Results of Operations and Financial Condition
On January 28, 2020, UMB Financial Corporation (the "Company") issued a press
release announcing the financial results for the Company for the quarter and
year ended December 31, 2019. A copy of the press release is attached as Exhibit
99.1 and the information is hereby incorporated by reference herein.
The information contained in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be
"filed" with the Securities and Exchange Commission ("SEC") for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section and is not
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether
made before or after the date hereof, except as shall be expressly set forth by
specific reference to this Current Report on Form 8-K in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2020, the Board of Directors of the Company appointed Mr. David
Odgers to the position of Chief Accounting Officer ("CAO") of the Company,
effective immediately. Mr. Odgers, age 50, has been with the Company for fifteen
(15) years, first serving as Assistant Controller, and, for the last six (6)
years, serving as the Company's Controller, a position he will retain. Prior to
his time with the Company, Mr. Odgers was with Gold Banc Corporation, in
Leawood, Kansas, serving in various capacities, including as Senior Corporate
Accountant.
Mr. Odgers replaces Mr. Brian Walker, who, on November 12, 2019, announced his
decision to retire, effective March 2, 2020. Mr. Walker will remain with the
Company in a consultative role until his retirement date.
Mr. Odgers will receive an annual salary of $230,000 and will participate in the
Company's 2020 Short-Term Incentive Compensation Program at a target of 35% of
his annual salary and in the Company's Long-Term Incentive Compensation Program
at 25% of his annual salary. There are no other arrangements or understandings
between him and any other person pursuant to which he was selected as an
officer. The Company knows of no transactions between him, or any of his related
persons, and the Company that need to be reported pursuant to Item 404 (a) of
Regulation S-K.
Item 7.01 Regulation FD Disclosure
On January 28, 2020, the Company announced in the same press release that the
Board of Directors of the Company (the "Board") had declared a quarterly
dividend of $0.31 per share that is payable on April 1, 2020 to shareholders of
record of the Company as of the close of business on March 10, 2020. This press
release is attached as Exhibit 99.1, and the information included in the press
release is hereby incorporated herein by reference.
The Company is furnishing a copy of materials that will be used in the Company's
shareholder conference call at 8:30 a.m. (CT) on January 29, 2020. A copy of the
materials is attached as Exhibit 99.2 and will be available on the Company's
website at www.umb.com. The materials are dated January 28, 2020, and the
Company disclaims any obligation to correct or update any of the materials in
the future.
The information provided under Item 7.01 of this Current Report on Form 8-K,
including Exhibits 99.1 and 99.2 hereto, is being furnished and is not deemed to
be "filed" with the SEC for the purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section and is not incorporated by
reference into any filing of the Company under the Securities Act or the
Exchange Act, whether made before or after the date hereof, except as shall be
expressly set forth by specific reference to this Current Report on Form 8-K in
such a filing.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release announcing financial results for quarter and year ended
December 31, 2019, and announcing dividend declaration.
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99.2 Investor Presentation Materials, dated January 28, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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