Hello and welcome to the annual meeting of shareholders of UMB Financial Corporation. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Mariner Kemper, UMB's Chairman and Chief Executive Officer. Mr. Kemper, the floor is yours.
Good morning. Thank you all for joining us virtually today for our annual meeting of shareholders w hile we just ended the first quarter, this meeting typically looks back at the performance of the prior year. 2025 was a milestone year for UMB marking the successful completion of our acquisition of Heartland Financial our largest to date. From announcement in the spring of 2024 to the full system conversion in October of 2025 both UMB and Heartland teams worked tirelessly to create a seamless experience for our customers.
We've experienced strong early growth from our teams in the new markets, and we expect the growth to continue now that the operating companies are together as one. Additionally, in 2025 we saw the opening of our first branch in Utah, posted significant improvements in profitability metrics and solid growth on both sides of the balance sheet. Importantly, these results were achieved while maintaining our unwavering focus on asset quality metrics.
We've included a couple of additional slides in our presentation about our 2025 performance, and you can review those slides for a few more highlights. We plan to release our first quarter results after market hours close today and we'll have our call with the investor community tomorrow morning. As excited as I am to talk about our recent performance this morning's remarks and Q&A will be limited to the business of the annual meeting. Watch for our first quarter results and press release later today for more details.
Finally, we published our 2025 Corporate Citizenship Report which is now available on our website. This report highlights our continued focus on prudent business practices, efficient and sustainable resource use, transparent governance, and culture. Our goal is to always exceed the expectations of our associates, customers, shareholders, and communities by delivering products and services with integrity and trust.
I encourage you to take a look and read more about our new and ongoing initiatives to care for our resources and meet the needs of our associates and communities. Now, I'd like to take this portion of the meeting into the business segment. As Chairman of the Board of UMB Financial Corporation, I will be presiding today. I now call the meeting to order. The annual meeting of shareholders is held pursuant to the bylaws of the company and written notice to all shareholders.
The secretary has delivered an affidavit of mailing from our transfer agent affirming that notice of this meeting was duly given. A copy of that notice and the affidavit will be included in the minutes of the meeting. Shareholders of record at the close of business on February 27, 2026 are entitled to vote at the meeting. The rules of the meeting are available for review in the meeting portal. I'd now like to introduce the directors of UMB who are in attendance today.
We welcome Robin Beery, Janine Davidson, Kevin C. Gallagher, Gregory M. Graves, Bradley J. Henderson, Jennifer K. Hopkins, Gordon E. Lansford III, Margaret Lazo, Susan G. Murphy, Tamara M. Peterman, Kris A. Robbins, L. Joshua Sosland, and Leroy J. Williams Jr., and our advisory directors, Thomas J. Wood III and James D. Ryan. Before we go on, I'd like to take a moment to acknowledge two of our departing directors.
Timothy R. Murphy whose service first began in 1999 as a director of our bank board and who has served on the UMBFC board since 2016. John K. Schmidt who joined us in 2025 after many years of service as lead director on the HTLF board. We value the extensive business experience they have brought to the board and wish them well in their future endeavors, t hanks guys. Also attending the meeting are Shaun Stoker and Stephen Penn of KPMG our independent auditors.
Although KPMG has indicated that it does not wish to make a statement at this time, these representatives are available to respond to appropriate questions during the Q&A period. In accordance with our bylaws, I will act as chairman of the meeting. Ms. Mercer will act as secretary of the meeting. As chairman, I appoint Megan Mercer, Amy Harris from UMB, and Cassandra Shed from our transfer agent as inspectors to receive and canvass the votes and certify the results.
I request that the inspectors file their oath of office with the secretary for inclusion in the meeting minutes. The secretary has the list of shareholders of record of common stock as of close of business on February 27th 2026. This list has been open for examination at the company for the purposes relevant to this meeting for the past 10 days during ordinary business hours. This list also available during the meeting by shareholders on the meeting website.
The secretary will file a copy of the list of shareholders with the records of the company. Ms. Mercer, will you please present your report of attendance at this meeting so that we can determine if we have a quorum?
Mr. Chairman, on February 27th 2026 the record date for this annual meeting, there were outstanding and entitled to vote a total of 76,136,588 shares of common stock. I have been informed that there are 70,379,421 shares of stock represented by proxy or approximately 92.4% of all shares entitled to vote at this annual meeting. The shares represented exceed 50% of the total shares entitled to vote and thus constitutes a quorum.
Thank you, Ms. Mercer. On the basis of the secretary's report, I find the proper notice has been given and a quorum is present. Accordingly, this meeting has been properly convened. It is 9:07 A.M. on April 28th and the polls for voting on this matter are open. All shareholders entitled to vote at this meeting have the ability to do so online. If you have not yet voted, or you wish to change your previously cast vote please do so via the website used to access this meeting.
Please remember that if you have already voted by proxy it is not necessary to vote again. After voting has been completed on all agenda matters we will close the polls and the Inspector of Election will provide her preliminary report. We will now review the proposals being addressed at this meeting. The first proposal to come before the meeting is the election of directors at this meeting. We will be electing each of the 14 directors for a 1-year term expiring at the 2027 annual meeting of shareholders.
The nominees are Robin C. Beery, Janine A. Davidson, Kevin C. Gallagher, Gregory M. Graves, Bradley J. Henderson, Jennifer K. Hopkins, Gordon E. Lansford III, Margaret Lazo, Susan G. Murphy, Tamara M. Peterman, Kris A. Robbins, L. Joshua Sosland, Leroy J. Williams Jr., and myself, Mariner Kemper. Information concerning the profession, skills, and qualifications of each nominee is contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws.
Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Proposal two asks shareholders to approve an advisory resolution on the fiscal year-end 2025 compensation of the named executive officers all as described in our proxy statement. Although non-binding, the vote will provide information to our compensation committee regarding investor sentiment about our executive compensation philosophy, policies, and practices.
This sentiment will be considered when making future compensation decisions. Proposal three is the ratification of the appointment of KPMG as the company's independent registered public accounting firm to audit the company's financial statements for the fiscal year end December 31, 2026. The board of directors recommends that the appointment be ratified.
Proposal 4 is the approval of the amendment and restated UMB Financial Corporation Omnibus Incentive Compensation Plan to increase the maximum number of shares available for issuance by 3 million shares to remove the stated termination date of April 24th 2028 and to make the changes as described in the proxy statement.
The plan provides for the grant of cash and equity-based awards to officers, employees, and directors of the company closely linked to the long-term financial rewards for participants with increases in company shareholder value. The capacity added by the amendment and restated plan will enhance the company's ability to attract and retain effective, capable officers, employees, and directors who will add to the continued growth and success of our company.
The board recommends shareholders vote for the approval of the amendment and restated Omnibus Incentive Compensation Plan. We now appear to have all of the proxies and ballots and I declare the polls are now closed. The Inspector of Election will maintain the proxies and ballots and will tally the votes. Ms. Secretary, will you please report on the results?
Mr. Chairman, based on the Inspector of Election's preliminary report each of the directors' nominees received more than 96% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a one-year term that will expire in 2027. The resolution on an advisory basis for the compensation of our named executive officers for fiscal 2025 received more than 96% of votes cast in favor of the proposal and has been approved.
The ratification of the appointment of KPMG as the company's independent registered public accounting firm received more than 98% of votes in favor and the appointment has been ratified. The amended and restated UMB Financial Corporation Omnibus Incentive Compensation Plan received more than 95% of votes in favor and has been approved.
We will file the final report of the Inspector of Election with the records of this meeting and we expect to report voting results on a Form 8-K to be filed with the SEC within four business days of this meeting.
Thank you, Ms. Mercer. Those are great results for a great company filled with great people doing great things for our community. That concludes our business for this morning, t he meeting is now adjourned. I'd like to open the meeting for a few questions if there are so.
Mr. Kemper, we appear to have no questions for today.
Thank you and thanks to everyone for joining us today. The slides we discussed this morning will be available on the website and the audio replay of this meeting will be available shortly. Thanks again for your continued support of UMB.
This concludes the meeting. You may now disconnect.