0001702750false00017027502024-06-042024-06-04

 

 

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): June 4, 2024

BYLINE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

 

 

 

001-38139

36-3012593

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

 

180 North LaSalle Street, Suite 300

 

Chicago, Illinois

60601

(Address of Principal Executive Offices)

(Zip Code)

(773) 244-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

☐

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 13e-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

BY

New York Stock Exchange

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.

 

An annual meeting of stockholders (the “Annual Meeting”) of Byline Bancorp, Inc. (“Byline” or the “Company”) was held on June 4, 2024. A total of 38,876,631 shares of the Company's common stock were present or represented by proxy at the Annual Meeting. This represented approximately 88.15% of the Company's shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Three proposals were presented to Byline’s stockholders at the Annual Meeting as described in Byline’s 2024 Proxy Statement. The final results of the stockholder vote on each of the proposals are as follows:

 

1.) Proposal 1: Election of Directors. Byline’s stockholders elected ten (10) director nominees to serve a one-year term until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

 

 

Name of Director Nominee

Number of Shares

Voted "For"

Votes Withheld

Broker Non-Votes

1

Phillip R. Cabrera

34,548,836

1,035,216

3,292,579

2

Antonio del Valle Perochena

33,845,626

1,738,426

3,292,579

3

Roberto R. Herencia

34,787,067

796,985

3,292,579

4

Mary Jo S. Herseth

35,517,797

66,255

3,292,579

5

Margarita Hugues Vélez

35,504,777

79,275

3,292,579

6

Steven P. Kent

34,506,156

1,077,896

3,292,579

7

William G. Kistner

35,517,728

66,324

3,292,579

8

Alberto J. Paracchini

35,316,389

267,663

3,292,579

9

Pamela C. Stewart

35,055,119

528,933

3,292,579

10

Carlos Ruiz Sacristán

35,501,700

82,352

3,292,579

2.) Proposal 2: Advisory (non-binding) Vote to Approve Named Executive Officer Compensation. Byline’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the 2024 Proxy Statement:

 

Number of Shares

Voted "For"

Number of Shares

Voted " Against "

Abstentions

Broker Non-Votes

34,856,714

580,662

146,676

3,292,579

 

 

3.) Proposal 3: Ratification of Independent Registered Public Accounting Firm. Byline’s stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

Number of Shares

Voted "For"

Number of Shares

Voted " Against "

Abstentions

Broker Non-Votes

38,647,719

188,465

40,447

—

 

 

2

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

BYLINE BANCORP, INC.

 

 

 

 

Date: June 6, 2024

 

By:

/s/ Robert R. Herencia

 

 

Name:

Roberto R. Herencia

 

 

Title:

Executive Chairman and CEO

 

3

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Document and Entity Information
Jun. 04, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 04, 2024
Entity Registrant Name BYLINE BANCORP, INC.
Entity Central Index Key 0001702750
Entity Emerging Growth Company false
Entity File Number 001-38139
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 36-3012593
Entity Address, Address Line One 180 North LaSalle Street
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60601
City Area Code 773
Local Phone Number 244-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of each class Common Stock
Trading Symbol BY
Name of each exchange on which registered NYSE
Byline Bancorp (NYSE:BY)
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