UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): MARCH 17, 2005
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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ILLINOIS 0-21923 36-3873352
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
727 NORTH BANK LANE 60045
LAKE FOREST, ILLINOIS (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code (847) 615-4096
NOT APPLICABLE
(Former name or former address, if changed since last year)
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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 17, 2005, Wintrust Financial Corporation (the "Company")
granted Edward J. Wehmer, the Company's President and Chief Executive Officer,
45,000 restricted stock units pursuant to the Company's 1997 Stock Incentive
Plan (the "Plan"). The restricted stock units were awarded to Mr. Wehmer as part
of his long-term incentive compensation.
The shares underlying the restricted stock units become fully vested
not later than the earliest of (1) five years from the date of grant, or March
17, 2010; (2) termination of Mr. Wehmer's employment due to his permanent
disability, death, retirement or a termination by the Company without Cause, or
due to Mr. Wehmer's Constructive Termination (as defined in the Employment
Agreement between the Company and Mr. Wehmer, dated January 31, 2005); or (3) a
Change in Control (as defined in the Plan). If Mr. Wehmer's employment with the
Company is terminated by the Company for Cause or by Mr. Wehmer other than due
to his Constructive Termination prior to the first date upon which all the
shares shall have become vested, the shares will be forfeited.
The vested shares relating to the award will be distributed to Mr.
Wehmer on the January 15th following the year in which Mr. Wehmer's employment
terminates or at such other time as a deduction for compensation relating to the
distribution of such shares will not be disallowed under Internal Revenue Code
(the "Code") Section 162(m) and as complies with the requirements of Code
Section 409(A).
Mr. Wehmer will not have any rights as a shareholder with respect to
any of the shares until he actually receives the shares. The dollar amount of
any cash dividends that would have been payable on the shares will be converted
into a number of restricted stock units equal to the number of shares of common
stock that such dollar amount could have purchased at the closing price of the
Company's common stock on the dividend payment date. In the event of the payment
of any stock dividend, Mr. Wehmer will be entitled to receive an additional
number of restricted stock units equal to the number of his restricted stock
units then held multiplied by the per share number of shares of common stock
distributed as a dividend.
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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.
WINTRUST FINANCIAL CORPORATION
(Registrant)
By: /s/ David A. Dykstra
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David A. Dykstra
Senior Executive Vice President and
Chief Operating Officer
Date: March 21, 2005
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