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Marshall & Ilsley 8-K 2010

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic
  5. Graphic

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):  April 27, 2010



MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)



           Wisconsin              

    1-33488    

      20-8995389      

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


770 North Water Street
            Milwaukee, Wisconsin             

 


   53202   

(Address of principal executive offices)

 

(Zip Code)

 

 

 


Registrant’s telephone number, including area code:  (414) 765-7801


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:


¨

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))






Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2010 Annual Meeting of Shareholders (the “2010 Annual Meeting”) of Marshall & Ilsley Corporation (the “Corporation”) held on April 27, 2010, the Corporation’s shareholders approved the Marshall & Ilsley Corporation 2010 Equity Incentive Plan (the “2010 Plan”).  The aggregate number of shares of the Corporation’s common stock, $1.00 par value per share (the “Common Stock”), subject to the 2010 Plan is 14,000,000 shares.  Persons eligible for awards under the 2010 Plan include current and prospective employees, non-employee directors, consultants or other persons who provide services to the Corporation and who hold, or will hold, positions of responsibility and whose performance, in the judgment of the Compensation Committee of the Board of Directors or management of the Corporation, can have a significant effect on the success of the Corporation.  Awards under the 2010 Plan may include incentive stock options and non-statutory stock options, shares of restricted stock or restricted stock units, or stock appreciation rights.  In all events, upon the occurrence of a change in control (as defined in the 2010 Plan), all awards will become fully vested and immediately exercisable, except to the extent that accelerated vesting is prohibited under the applicable law and regulations.

The foregoing description of the 2010 Plan is qualified in its entirety by reference to the 2010 Plan attached as Appendix A to the Proxy Statement on Schedule 14A filed on March 12, 2010 in connection with the Corporation’s 2010 Annual Meeting, which is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The following  matters were voted upon at the 2010 Annual Meeting:

(1)

To elect the 14 individuals recommended by the Board of Directors to serve as directors.  The results of this proposal were as follows:

 

 

For

 

Withheld

 

(1)

Jon F. Chait

385,378,724

 

15,170,779

 

(2)

John W. Daniels, Jr.

369,786,701

 

30,762,802

 

(3)

Mark F. Furlong

369,859,012

 

30,690,491

 

(4)

Ted D. Kellner

373,402,239

 

27,147,264

 

(5)

Dennis J. Kuester

362,133,851

 

38,415,652

 

(6)

David J. Lubar

386,644,512

 

13,904,991

 

(7)

Katharine C. Lyall

384,959,094

 

15,590,409

 

(8)

John A. Mellowes

388,227,356

 

12,322,147

 

(9)

San W. Orr, Jr.

385,347,094

 

15,202,409

 

(10)

Robert J. O’Toole

380,693,614

 

19,855,889

 

(11)

Peter M. Platten, III

380,202,599

 

20,346,904

 

(12)

John S. Shiely

378,885,221

 

21,664,282

 

(13)

George E. Wardeberg

365,590,808

 

34,958,695

 

(14)

James B. Wigdale

365,878,817

 

34,670,686


2


(2)

To approve the Marshall & Ilsley Corporation 2010 Equity Incentive Plan.  The results of this proposal are as follows:

 

For

 

Against

 

Abstain

 

Not Voted

 

334,928,959

 

63,541,011

 

2,079,533

 

58,250,479


(3)

To ratify the appointment of Deloitte & Touche LLP to audit the financial statements of the Corporation for the fiscal year ending December 31, 2010.  The results of this proposal are as follows:

 

For

 

Against

 

Abstain

 

449,633,067

 

7,669,392

 

1,497,523


(4)

To approve a non-binding, advisory proposal on the compensation of the Corporation’s executive officers.  The results of this proposal are as follows:

 

For

 

Against

 

Abstain

 

426,427,599

 

25,997,603

 

6,374,780


Item 8.01

Other Events.

On April 27, 2010, the Corporation issued a press release announcing events which took place in connection with the 2010 Annual Meeting.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

 

Exhibit No.

Description

 

 

 

 

10.1

Marshall & Ilsley Corporation 2010 Equity Incentive Plan,
incorporated by reference to Appendix A to the Proxy
Statement on Schedule 14A filed on March 12, 2010 in
connection with the Corporation’s 2010 Annual Meeting

 

 

 

 

99.1

Press Release dated April 27, 2010




3




SIGNATURES

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.

Dated:  April 30, 2010

MARSHALL & ILSLEY CORPORATION

 

 

 

 

 

By:  /s/ Randall J. Erickson                              

 

Randall J. Erickson

Senior Vice President, Chief Administrative

Officer and General Counsel





4




EXHIBIT INDEX

Exhibit No.

Description

 

 

10.1

Marshall & Ilsley Corporation 2010 Equity Incentive Plan,
incorporated by reference to Appendix A to the Proxy
Statement on Schedule 14A filed on March 12, 2010 in
connection with the Corporation’s 2010 Annual Meeting

 

 

99.1

Press Release dated April 27, 2010






5


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