Item 3.03 Material Modification to Rights of Security Holders.
Information regarding the amendment of Bylaws described in Item 5.03 is
incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 24, 2023, the Board of Directors (the "Board") of UMB Financial
Corporation (the "Company") approved revised Bylaws (as amended, the "Bylaws")
to: (i) add flexibility in setting shareholder meetings, including with respect
to expressly including virtual meetings; (ii) allow shareholders owning fifty
percent (50%) or more of the outstanding shares of the Company's stock to call a
special meeting (previously, shareholders owning a minimum of one-fifth of the
outstanding shares could call a meeting); (iii) for any shareholder nominations,
require the shareholder to comply with all applicable requirements of the
Securities Exchange Act of 1934 as amended, including, without limitation, Rule
14a-19(b) promulgated under the Securities Exchange Act of 1934 as amended, and
to provide the Company with certain notices with respect thereto; (iv) eliminate
cumulative voting; (v) change the voting standard for the election of directors
in an uncontested election from a plurality vote requirement to a majority vote
requirement; (vi) update the indemnification provisions; and (vii) make other
technical, modernizing and clarifying changes.
This description is only a summary of the changes made to the Bylaws and is
qualified in its entirety by reference to the Bylaws, which are attached hereto
as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
3.01 Bylaws of UMB Financial Corporation, as of January 24, 2023.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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