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):   4/25/2023     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 25, 2023. As of the record date, there were a total of 48,504,240 shares outstanding and entitled to vote at the annual meeting. At the annual meeting, 45,095,699 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 12 directors to hold office until the 2024 annual meeting of shareholders. The nominees for the directorships received the following votes: Director   For     Against     Abstain     Broker Non-Votes   Robin C. Beery     42,208,861       634,411       57,812       2,194,615   Janine A. Davidson     41,875,876       967,303       57,905       2,194,615   Kevin C. Gallagher     42,296,751       572,900       31,433       2,194,615   Greg M. Graves     34,646,130       8,235,277       19,677       2,194,615   Alexander C. Kemper     40,907,804       1,913,956       79,324       2,194,615   J. Mariner Kemper     41,238,395       1,644,489       18,200       2,194,615   Gordon E. Lansford, III     42,034,220       847,068       19,796       2,194,615   Timothy R. Murphy     42,310,204       571,688       19,192       2,194,615   Tamara M. Peterman     41,895,163       948,351       57,570       2,194,615   Kris A. Robbins     38,385,259       4,492,494       23,331       2,194,615   L. Joshua Sosland     36,957,950       5,908,303       34,831       2,194,615   Leroy J. Williams, Jr.     42,271,711       571,350       58,023       2,194,615     Based on the votes set forth above, each of the nominees was elected to serve as a director until the annual meeting in 2024.   2.  Advisory vote (non-binding) on the compensation paid to our named executive officers.   For     Against     Abstain     Broker Non-Votes     41,631,154       1,074,770       195,160       2,194,615       3. Advisory vote (non-binding) on the frequency of future advisory votes on the compensation paid to our named executive officers.   One Year     Two Years     Three Years     Abstain     Broker Non-Votes     36,771,433       62,500       5,810,175       256,976       2,194,615     The Board of Directors will consider the results, and its recommendation, and report its decision on the frequency of future advisory votes within the requisite time period.     4.  Ratification of the Corporate Audit Committee's engagement KPMG LLP to serve as the Company's independent registered public accounting firm for 2023.  The proposal received the following votes:   For     Against     Abstain     Broker Non-Votes     44,955,726       124,733       15,240       —       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: April 28, 2023