Form S-8 - Securities to be offered to employees in employee benefit plans

Registration No. 333-    

As filed with the Securities and Exchange Commission on December 10, 2024

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Missouri		43-0903811
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1010 Grand Avenue Kansas City, Missouri 64106

(Address of principal executive offices and zip code)

UMB Financial Corporation Omnibus Incentive Compensation Plan

(Full title of the plan)

Megan Mercer

Senior Vice President and Deputy General Counsel

UMB Financial Corporation

1010 Grand Avenue

Kansas City, Missouri 64106

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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EXPLANATORY NOTE

Pursuant to a registration statement on Form S-8 filed by UMB Financial Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) on May 1, 2018 (Registration No. 333-224585; the “Prior Registration Statement”), the Registrant registered 5,397,215 shares of Common Stock of the Registrant, par value $1.00 per share (“Common Shares”) to be awarded to directors and certain employees of the Registrant pursuant to the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”).

The Plan is described in the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 13, 2024. On April 30, 2024, at the Registrant’s 2024 annual meeting of shareholders, the Registrant’s shareholders approved an amendment to the Plan pursuant to which, the aggregate number of Common Shares available for issuance under the Plan was increased by 1,850,000 shares.

This registration statement on Form S-8 (the “Registration Statement”) is being filed to register an additional 1,850,000 Common Shares issuable under the Plan. This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference into this Registration Statement and made part of this Registration Statement, to the extent not modified or superseded by any subsequently filed document that is incorporated herein or therein.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

 

a)

The contents of the Prior Registration Statement;

 

b)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 22, 2024;

 

c)

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended: (i) March 31, 2024, filed with the Commission on May  7, 2024; (ii) June 30, 2024, filed with the Commission on August 1, 2024; and (iii)  September 30, 2024, filed with the Commission on October 31, 2024;

 

d)

The Registrant’s Current Reports on Form 8-K, and/or amendments thereto, filed with the Commission on February  5, 2024, April 29, 2024, May  1, 2024, May 2, 2024, July  26, 2024, and August 6, 2024; and

 

e)

The description of the Company’s Common Shares included in the Form 8-A dated May 1, 2018, filed with the Commission on May 1, 2018, including any amendment or report filed for the purpose of updating such description, specifically including the description of the Company’s Common Shares filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits

 

Exhibit Number		Description
4.1		Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006)
4.2		Bylaws, amended as of April 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated April 13, 2023 and filed with the Commission on April 13, 2023)
5.1		Opinion of Sandberg Phoenix & Von Gontard P.C.
23.1		Consent of KPMG LLP
23.2		Consent of Sandberg Phoenix & Von Gontard P.C. (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page to this registration statement)
99.1		Amended and Restated UMB Financial Corporation Omnibus Incentive Compensation Plan (Incorporated by reference to Appendix A of the Registrant’s definitive proxy statement for the Registrant’s 2024 annual meeting of shareholders held on April 30, 2024 and filed with the Commission on March 13, 2024)
107		Filing Fee Table

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on December 10, 2024.

 

UMB FINANCIAL CORPORATION

/s/ J. Mariner Kemper

J. Mariner Kemper

Chairman of the Board,

Chief Executive Officer

/s/ Ram Shankar

Ram Shankar

Chief Financial Officer

/s/ David Odgers

David Odgers

Chief Accounting Officer

We, the undersigned directors and officers of UMB Financial Corporation (the “Company”) severally constitute and appoint J. Mariner Kemper and Ram Shankar and each of them with full power of substitution, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below which J. Mariner Kemper and Ram Shankar may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8, for the purpose of registering 1,850,000 shares of UMB Financial Corporation’s common stock, par value $1.00 per share, to be offered pursuant to the UMB Financial Corporation Omnibus Incentive Compensation Plan, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that J. Mariner Kemper and Ram Shankar shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in capacities indicated on December 10, 2024.

 

Signatures		Title
/s/ J. Mariner Kemper (J. Mariner Kemper)		Director, Chairman of the Board, Chief Executive Officer (Principal Executive Officer)
/s/ Ram Shankar (Ram Shankar)		Chief Financial Officer (Principal Financial Officer)
/s/ David Odgers (David Odgers)		Chief Accounting Officer (Principal Accounting Officer)

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/s/ Robin C. Beery (Robin C. Beery)		Director
/s/ Janine A. Davidson (Janine A. Davidson)		Director
/s/ Kevin C. Gallagher (Kevin C. Gallagher)		Director
/s/ Greg M. Graves (Greg M. Graves)		Director
/s/ Gordon E. Lansford III (Gordon E. Lansford III)		Director
/s/ Timothy R. Murphy (Timothy R. Murphy)		Director
/s/ Tamara M. Peterman (Tamara M. Peterman)		Director
/s/ Kris A. Robbins (Kris A. Robbins)		Director
/s/ L. Joshua Sosland (L. Joshua Sosland)		Director
/s/ Leroy Williams, Jr. (Leroy Williams, Jr.)		Director

Exhibit 5.1

 

4600 Madison Avenue, Suite 1000

Kansas City, MO 64112

Tel: [phone]

www.sandbergphoenix.com

December 9, 2024

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, MO 64106

 

Re:

UMB Financial Corporation Registration Statement on Form S-8 for the UMB Financial Corporation Omnibus Incentive Compensation Plan

Ladies and Gentlemen:

We have acted as special local counsel to UMB Financial Corporation, a Missouri corporation (the “Company”), in connection with the issuance of an opinion under the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and regulations promulgated thereunder.

The Registration Statement relates to, among other things, the registration under the Act of 1,850,000 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share, which Shares may be issued and sold from time to time pursuant to the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”).

As the basis for the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Restated Articles of Incorporation of the Company, as amended to date, (iii) the Bylaws of the Company, as amended to date, (iv) the Plan, (v) resolutions and the record of actions taken by the Company’s board of directors and committees thereof and by the Company’s stockholders, in each case, with respect to, among other things, the Plan, the Shares and the authorization of the preparation and filing of the Registration Statement, and (vi) such other instruments, documents and corporate records as we have deemed necessary or appropriate for purposes of the opinion expressed herein.

In addition, we have reviewed certain certificates of public officials and of officers of the Company and we have relied on such certificates with respect to certain factual matters that we have not independently established. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon the statements and representations of officers and other representatives of the Company and others.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate, (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate, and (vii) the consideration to be received by the Company in exchange for each Share to be issued pursuant to the Plan constitutes adequate consideration therefor.

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Based on the foregoing, and subject to the assumptions and qualifications set forth herein, we advise you that, in our opinion, when the Registration Statement has become effective under the Act, the Shares, when issued by the Company in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We express no opinion herein as to matters involving the laws of any jurisdiction other than the present federal laws of the United States of America, The General and Business Corporation Law of Missouri, and the present judicial interpretations thereof. We advise you that the issues addressed by this letter may be governed in whole or in part by other laws, and we express no opinion as to whether any relevant difference exists between the laws upon which our opinion herein is based and any other laws that may actually govern.

The opinion expressed herein is limited to the specific issues addressed therein, and we express no opinion, whether by implication or otherwise, as to any matters beyond that expressly stated herein. The opinion expressed herein shall not be construed as or deemed to be a guaranty or insuring agreement. The opinion expressed herein is rendered as of the date first written above and we have no continuing obligation hereunder to inform you of changes of law, including judicial interpretations of law, or of facts, circumstances, events or developments of which we become aware after the date hereof and which may alter, affect or modify the opinion expressed herein.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules of the Commission promulgated thereunder.

Sincerely,

/s/ Sandberg Phoenix & von Gontard P.C.

Exhibit 23.1

 

		KPMG LLP Suite 1100 1000 Walnut Street Kansas City, MO 64106-2162

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 22, 2024, with respect to the consolidated financial statements of UMB Financial Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Kansas City, Missouri

December 9, 2024

 

 

 

 

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

Exhibit 107

CALCULATION OF FILING FEE TABLE

FORM

S-8

(Form Type)

UMB FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)

Proposed maximum offering price per share

Maximum aggregate offering price

Fee Rate

Amount of registration fee

Equity

Common Stock, par value $1.00 per share

Rule 457(c) and 457(h)

1,850,000 (2)

$125.08 (3)

$231,398,000.00

0.00015310

$35,427.03

Total Offering Amount

$231,398,000.00

$35,427.03

Total Fee Offsets

$—

Net Fee Due

$35,427.03

 

(1)

Pursuant to Rule 416(a) promulgat ed under the Securities Act of 1933, as a mended (the “ Securities Act ”), this registration statement shall be deemed to cover any additional shares of Registrant’s common stock, $1.00 par value per share (“ Common Shares ”), that become issuable under the UMB Financial Corporation Omnibus Incentive Compensation Plan, as amended (the “ Plan ”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of Common Shares.

(2)	Represents 1,850,000 additional Common Shares that are reserved for issuance under the Plan.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act on the basis of $125.08 per share, the average of the high and low prices of the Registrant’s common stock on December 3, 2024, as reported on the NASDAQ Global Select Market.

Submission	Dec. 04, 2024
Submission [Line Items]
Central Index Key	0000101382
Registrant Name	UMB FINANCIAL CORPORATION
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Dec. 04, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, par value $1.00 per share
Amount Registered | shares	1,850,000
Proposed Maximum Offering Price per Unit	125.08
Maximum Aggregate Offering Price	$ 231,398,000
Fee Rate	0.01531%
Amount of Registration Fee	$ 35,427.03
Offering Note	(1) Pursuant to Rule 416(a) promulgat ed under the Securities Act of 1933, as a mended (the “ Securities Act ”), this registration statement shall be deemed to cover any additional shares of Registrant’s common stock, $1.00 par value per share (“ Common Shares ”), that become issuable under the UMB Financial Corporation Omnibus Incentive Compensation Plan, as amended (the “ Plan ”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of Common Shares. (2) Represents 1,850,000 additional Common Shares that are reserved for issuance under the Plan. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act on the basis of $125.08 per share, the average of the high and low prices of the Registrant’s common stock on December 3, 2024, as reported on the NASDAQ Global Select Market.

Fees Summary	Dec. 04, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 231,398,000
Total Fee Amount	35,427.03
Total Offset Amount	0
Net Fee	$ 35,427.03

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