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 16, 2012
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.) | ||
| 13001 Hollenberg Drive Bridgeton, Missouri | 63044 | |||
| (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. |
Cass Information Systems, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 16, 2012. The following is a summary of the matters voted on at the meeting:
| (a) | Election of four directors to serve three-year terms ending in 2015, as follows: |
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes | |||||||
| Robert A. Ebel |
6,623,675 | 83,611 | 1,484,486 | |||||||
| John L. Gillis, Jr. |
6,623,169 | 84,117 | 1,484,486 | |||||||
| Randall L. Schilling |
6,623,675 | 83,611 | 1,484,486 | |||||||
| Franklin D. Wicks, Jr. |
6,588,717 | 118,569 | 1,484,486 | |||||||
All director nominees were elected.
| (b) | Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2012: |
| Votes For |
Votes Against | Abstentions | ||
| 8,122,076 |
18,163 | 51,533 |
The selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2012 was ratified.
| Item 8.01. | Other Matters. |
On April 16, 2012, the Company’s board of directors declared a second quarter cash dividend of $0.17 per share, payable June 15, 2012 to shareholders of record on June 5, 2012.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Cass Information Systems, Inc. dated April 18, 2012. |
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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 18, 2012
| 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 18, 2012
Cass Information Systems, Inc. Declares Regular Quarterly Dividend
ST. LOUIS – Cass Information Systems, Inc. (NASDAQ: CASS), the nation’s leading provider of transportation, utility, telecom and environmental invoice payment and information services, is maintaining its 78-year tradition of paying regularly scheduled cash dividends.
On April 16, 2012, the company’s board of directors declared a second quarter dividend of $.17 per share payable June 15, 2012 to shareholders of record June 5, 2012. Cass has continuously paid regularly scheduled cash dividends since 1934.
“This action by the board reflects the company’s solid capital base, its strong performance and the board’s optimism about our future,” said Eric H. Brunngraber, Cass president and chief executive officer.
About Cass Information Systems
Cass Information Systems, Inc. is the leading provider of transportation, utility, 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 $32 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, 2011.
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