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

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois		0-21923		36-3873352
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
727 North Bank Lane Lake Forest, Illinois (Address of principal executive offices)				60045 (Zip Code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     On August 7, 2009 the Board of Directors of Wintrust Financial Corporation (“Wintrust”) met and, upon the recommendation of the Nominating and Corporate Governance Committee, established a new committee of the Board, the Finance Committee. The new Finance Committee will provide guidance to management regarding strategic opportunities and related financing transactions. In connection with the establishment of the Finance Committee, and also based upon the recommendation of the Nominating and Corporate Governance Committee, the Board re-allocated the committee assignments of its Members. The following table summarizes the current membership of the Board and each of its committees:

Nominating and

Corporate

Risk

Finance

Compensation

Governance

Audit

Management

Executive

Board of Directors

Committee

Committee

Committee

Committee

Committee

Committee

Peter D. Crist (Chairman of the Board)

Member

Member

Chair

Bruce K. Crowther

Member

Member

Joseph F. Damico

Member

Chair

Member

Bert A. Getz, Jr.

Member

Member

H. Patrick Hackett, Jr.

Chair

Member

Member

Scott K. Heitmann

Member

Member

Charles H. James III

Member

Member

Albin F. Moschner

Chair

Member

Member

Thomas J. Neis

Member

Member

Christopher J. Perry

Member

Member

Hollis W. Rademacher

Member

Chair

Member

Ingrid S. Stafford

Chair

Member

Member

Edward J. Wehmer

Member

     Also, on August 10, 2009, Edward J. Wehmer, President, Chief Executive Officer and Director, adopted a structured, pre-arranged stock trading plan to sell shares of restricted stock in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as well as the policies of Wintrust with respect to insider sales.

     The purpose of the plan is to provide Mr. Wehmer, who receives a substantial portion of his compensation in the form of equity awards, with the ability to sell restricted stock which vests periodically in an orderly manner and to avoid concerns about the timing of those transactions.

     Mr. Wehmer’s trading plan covers the sale of up to 10,000 shares of restricted stock, which were granted to Mr. Wehmer in January 2005. The shares of restricted stock may not be sold prior to their vesting on January 25, 2010. The plan is expected to terminate no later than August 1, 2010. The maximum number of shares that may be sold under the plan constitute less than 3% of Mr. Wehmer’s beneficially owned holdings of Wintrust common stock (which excludes unvested restricted stock and unvested stock options).

*****

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s projected growth, anticipated improvements in earnings, earnings per share and other financial performance measures, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial results of condition from expected developments or events, the Company’s business and growth strategies, including anticipated internal growth, plans to form additional de novo banks and to open new branch offices, and to pursue additional potential development or acquisitions of banks, wealth management entities or specialty finance businesses. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

	•		Competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services).
	•		Changes in the interest rate environment, which may influence, among other things, the growth of loans and deposits, the quality of the Company’s loan portfolio, the pricing of loans and deposits and interest income.
	•		The extent of defaults and losses on our loan portfolio.
	•		Unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank formations and openings. De novo banks typically require 13 to 24 months of operations before becoming profitable, due to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time lag typically involved in redeploying deposits into attractively priced loans and other higher yielding earning assets.
	•		The ability of the Company to obtain liquidity and income from the sale of premium finance receivables in the future and the unique collection and delinquency risks associated with such loans.
	•		Failure to identify and complete acquisitions in the future or unexpected difficulties or unanticipated developments related to the integration of acquired entities or assets into the Company.
	•		Legislative or regulatory changes or actions, or significant litigation involving the Company.
	•		Changes in general economic conditions in the markets in which the Company operates.
	•		The ability of the Company to receive dividends from its subsidiaries.
	•		The loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank.
	•		The ability of the Company to attract and retain senior management experienced in the banking and financial services industries.
	•		The risk that the terms of the U.S. Treasury Department’s Capital Purchase Program could change.
	•		The other risk factors set forth in the Company’s filings with the Securities and Exchange Commission.

Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward looking statement made by or on behalf of Wintrust. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this press release. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the Securities and Exchange Commission and in its press releases.

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.

Date: August 10, 2009