Shareholder Vote

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): 4/30/2024     UMB FINANCIAL CORP ORATION (Exact name of registrant as specified in its charter)     Commission File Number: 001-38481   MO 43-0903811 (State or other jurisdiction of (IRS Employer incorporation) Identification No.)   1010 Grand Blvd. , Kansas City , MO 64106 (Address of principal executive offices, including zip code)   ( 816 ) 860-7000 (Registrant’s telephone number, including area code)   (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:   ☐ 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1.00 Par Value UMBF The NASDAQ Global Select Market     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).   Emerging growth company ☐   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   The annual meeting of shareholders of the Company was held on April 30, 2024 (the “Annual Meeting”). As of the record date, there were a total of 48,742,069 shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 43,991,031 shares were represented in person or by proxy, therefore, a quorum was present. The following proposals were submitted by the Board of Directors to a vote of the shareholders: 1. Election of 11 directors to hold office until the 2025 annual meeting of shareholders. The nominees for the directorships received the following votes:   Director   For     Against     Abstain     Broker Non-Votes    Robin C. Beery     40,384,933       852,463       28,397       2,725,238    Janine A. Davidson     40,123,989       1,119,025       22,779       2,725,238    Kevin C. Gallagher     40,475,838       754,977       34,978       2,725,238    Greg M. Graves     37,839,421       3,395,043       31,329       2,725,238    J. Mariner Kemper     40,314,006       919,613       32,174       2,725,238    Gordon E. Lansford, III     40,497,155       745,486       23,152       2,725,238    Timothy R. Murphy     40,521,905       721,100       22,788       2,725,238    Tamara M. Peterman     40,176,828       1,060,135       28,830       2,725,238    Kris A. Robbins     39,827,870       1,414,758       23,165       2,725,238    L. Joshua Sosland     38,663,537       2,555,261       46,995       2,725,238    Leroy J. Williams, Jr.     40,560,004       677,045       28,744       2,725,238     Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2025.   2. Advisory vote (non-binding) on the compensation paid to our named executive officers.   For     Against     Abstain     Broker Non-Votes     40,082,723       1,020,043       163,027       2,725,238       3. Ratification of the Corporate Audit Committee's engagement KPMG LLP to serve as the Company's independent registered public accounting firm for 2024. The proposal received the following votes:   For     Against     Abstain     Broker Non-Votes     43,754,558       216,493       19,980       —       4. The approval of an amendment to the UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance thereunder by 1.85 million shares. The proposal received the following votes:   For     Against     Abstain     Broker Non-Votes     38,066,190       3,107,535       92,068       2,725,238     Item 9.01 Financial Statements and Exhibits   104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.               SIGNATURES 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.   UMB FINANCIAL CORPORATION     By:     /s/ Ram Shankar   Ram Shankar Chief Financial Officer Date: May 2, 2024