UMB FINANCIAL CORP 8-K

What Happened

• UMB Financial Corp filed an 8-K on April 30, 2026 (Item 5.07) reporting results of its annual meeting. As of the record date there were 76,136,588 shares outstanding; 70,379,421 shares were represented in person or by proxy, establishing a quorum.
• All 14 director nominees were elected to serve until the 2027 annual meeting. Vote totals varied by nominee (examples: Bradley J. Henderson — For 64,917,425; Against 115,213; Greg M. Graves — For 63,054,528; Against 1,980,129). The Company’s Corporate Audit Committee’s selection of KPMG LLP as independent auditor for 2026 was ratified (For 69,599,877; Against 721,858; Abstain 57,685). The advisory (non‑binding) vote on named executive officer compensation passed (For 62,913,365; Against 2,104,370; Abstain 132,093). Shareholders also approved the Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan (For 61,921,217; Against 3,090,883; Abstain 137,728). Many director and compensation votes show 5,229,592 broker non‑votes.

Key Details

• Shares outstanding (record date): 76,136,588; shares represented at meeting: 70,379,421 (quorum present).
• Directors: 14 nominees elected; individual vote tallies reported (see filing). Notable: Greg M. Graves had 1,980,129 votes against; Bradley J. Henderson received 64,917,425 votes in favor.
• Say‑on‑pay (advisory): For 62,913,365 | Against 2,104,370 | Abstain 132,093 | Broker non‑votes 5,229,592.
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm for 2026 — For 69,599,877 | Against 721,858 | Abstain 57,685.

Why It Matters

• These governance votes confirm the board slate and auditor choice for 2026 and give the company a shareholder response on executive pay and its equity incentive plan. The advisory pay vote passed by a wide margin, but the omnibus plan drew a larger against vote (~3.09M) than the say‑on‑pay, which may be of interest to investors tracking compensation and dilution. Broker non‑votes (≈5.23M) affected several votes where brokers held but did not vote shares, which can influence the effective voting thresholds.