Form 8-K - Current report

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

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

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

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