Wintrust Financial (WTFC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Two directors are retiring; the board will be reduced to 12 members, with Brian A. Kenney expected to become non-executive Chairman.

• Shareholders of record as of March 30, 2026, are entitled to vote, with each share granting one vote.

• The company achieved record net income of $823.8 million in 2025, up 18.5% from 2024, and continued its 29-year profitability streak.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, approving executive compensation (say-on-pay), and ratifying Ernst & Young LLP as the independent auditor for 2026.

• The board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• The board is majority independent, with only the CEO as a non-independent member.

• Directors are subject to annual elections, a retirement age policy, and stock ownership guidelines.

• The board has seven standing committees, all with independent chairs and members (except the Executive Committee, which includes the CEO).

• Regular board and committee self-assessments and director education are required.

• No shareholder rights plan (poison pill) is in place.