001-15393 | 42-1405748 | |
(Commission File Number) | (I.R.S. Employer Identification Number) |
1398 Central Avenue, Dubuque, Iowa | 52001 | |
(Address of principal executive offices) | (Zip Code) |
1. | Election of Mark C. Falb, John K. Schmidt and Duane E. White to serve as Class II Directors (term expires in 2019). Continuing Class III Directors (term expires in 2017) are James F. Conlan, Thomas L. Flynn and Kurt M. Saylor and continuing Class I Directors (term expires in 2018) are Lynn B. Fuller, John W. Cox, Jr. and R. Michael McCoy. |
2. | An amendment and restatement of the Company’s 2012 Long-Term Incentive Plan to increase the number of shares of common stock of the Company authorized for issuance under the Plan by 400,000 shares, to adopt certain other amendments to the Plan, and to re-approve the material terms of performance goals thereunder; |
3. | Adoption of the Company's 2016 Employee Stock Purchase Plan; |
4. | The appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016; and |
5. | A non-binding advisory proposal on compensation to Heartland's executive officers as described in the 2015 Proxy Statement. |
1. Election of 3 Class II Directors | ||||||||
Nominee | For | Withheld | Abstain | Broker Non-Votes | ||||
Mark C. Falb | 14,847,216 | 1,465,188 | N/A | 3,178,471 | ||||
John K. Schmidt | 14,743,259 | 1,569,145 | N/A | 3,178,471 | ||||
Duane E. White | 15,802,296 | 510,108 | N/A | 3,178471 |
2. Amend and restate the Company’s 2012 Long-Term Incentive Plan to increase the number of shares of common stock of the Company authorized for issuance under the Plan by 400,000 shares, to adopt certain amendments to the Plan, and to re-approve the material terms of performance goals thereunder | ||||||||
For | Against | Abstain | Broker Non-Votes | |||||
15,445,908 | 756,743 | 109,753 | 3,178,471 |
3. Approve the Company's 2016 Employee Stock Purchase Plan | ||||||||
For | Against | Abstain | Broker Non-Votes | |||||
15,526,846 | 626,084 | 159,474 | 3,178,471 |
4. Ratify the appointment of KPMG LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2016 | ||||||||
For | Against | Abstain | Broker Non-Votes | |||||
19,353,623 | 106,286 | 30,966 | N/A |
5. Non-binding, advisory vote on compensation to our executive officers | ||||||||
For | Against | Abstain | Broker Non-Votes | |||||
15,224,972 | 793,540 | 293,892 | 3,178,471 |
6. Vote upon a stockholder proposal requesting the Company’s Board of Directors to take the steps necessary to eliminate the classification of terms of the Board of Directors | ||||||||
For | Against | Abstain | Broker Non-Votes | |||||
6,579,041 | 9,472,745 | 260,618 | 3,178,471 |
(a) | Financial Statements of Business Acquired. |
(b) | Pro Forma Financial Information. |
(c) | Exhibits. |
HEARTLAND FINANCIAL USA, INC. | |
/s/ Bryan R. McKeag | |
By: | Bryan R. McKeag |
Executive Vice President & CFO |