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 20, 2015
CASS INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Missouri | 000-20827 | 43-1265338 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 12444 Powerscourt Drive, Suite 550 St. Louis, Missouri |
63131 | |
| (Address of principal executive offices) | (Zip Code) |
(314) 506-5500
(Registrant’s telephone number, including area code)
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. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 20, 2015, Cass Information Systems, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting:
| (a) | Election of three directors to serve three-year terms ending in 2018, as follows: |
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Robert A. Ebel |
6,546,776 | 35,637 | 2,905,071 | |||||||||
| Randall L. Schilling |
6,546,076 | 36,337 | 2,905,071 | |||||||||
| Franklin D. Wicks, Jr. |
6,363,187 | 219,226 | 2,905,071 | |||||||||
All director nominees were elected.
| (b) | Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2015: |
| Votes For |
Votes Against |
Abstentions | ||
| 9,444,141 | 17,864 | 25,479 |
The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2015 was ratified.
| Item 8.01. | Other Matters. |
On April 22, 2015, the Company issued a press release announcing that the Company’s board of directors declared a second quarter cash dividend of $0.21 per share, payable June 15, 2015 to shareholders of record on June 5, 2015. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release of Cass Information Systems, Inc. dated April 22, 2015. | |
2
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 22, 2015
| CASS INFORMATION SYSTEMS, INC. | ||
| By: | /s/ Eric H. Brunngraber | |
| Name: | Eric H. Brunngraber | |
| Title: | President and Chief Executive Officer | |
| By: | /s/ P. Stephen Appelbaum | |
| Name: | P. Stephen Appelbaum | |
| Title: | Executive Vice President and Chief Financial Officer | |
3
Exhibit 99.1
Contact: Contact Kenn Entringer at Casey Communications, Inc., (314) 721-2828 kentringer@caseycomm.com
April 22, 2015
Record of Continuous Pay Outs Reaches Year 81
as Cass Information Systems, Inc. Declares
$0.21 per Share Dividend for Second Quarter of 2015
ST. LOUIS – Cass Information Systems, Inc. (NASDAQ: CASS), the nation’s leading provider of transportation, energy, telecom and environmental invoice payment and information services, is extending its record of paying regularly scheduled cash dividends into year 81.
On April 20, 2015, the company’s board of directors declared a second quarter dividend of $.21 per share payable June 15, 2015 to shareholders of record June 5, 2015. Cass has continuously paid regularly scheduled cash dividends since 1934.
“This dividend reflects the board’s optimism about the company’s long-term prospects and our solid capital base,” said Eric H. Brunngraber, Cass president and chief executive officer.
About Cass Information Systems
Cass Information Systems, Inc. is the leading provider of transportation, energy, telecom and environmental invoice payment and information services. The company, which has been involved in the payables services and information support business since 1956, disburses over $38 billion annually on behalf of customers from locations in St. Louis, Mo., Columbus, Ohio, Boston, Mass., Greenville, S.C., Wellington, Kansas and Jacksonville, Fla. The support of Cass Commercial Bank, founded in 1906, makes Cass Information Systems unique in the industry. Cass is part of the Russell 2000® Index.
Note to Investors
Certain matters set forth in this news release may contain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risks and uncertainties that may cause actual results to differ materially from those in such statements. For a discussion of certain factors that may cause such forward-looking statements to differ materially from the company’s actual results, see the company’s reports filed from time to time with the Securities and Exchange Commission including the company’s annual report on Form 10-K for the year ended December 31, 2014.
-end-