In this proxy statement, “we,” “us,” “our,” the “Company,”"Chemical," or the “Corporation” and “Chemical Financial” refer to Chemical Financial Corporation, the “Bank” refers to Chemical Bank, and “you” and “your” refer to each shareholder of Chemical Financial Corporation.

Following aEach director listed below has been nominated by our board of directors, following review and nomination from therecommendation by our Corporate Governance and Nominating Committee, the board of directors proposes that the following nominees be elected as directors for termsto serve a one-year term expiring at the 2018our 2020 annual meeting of shareholders:shareholders or until that person's successor is duly elected and qualified:

Each proposed nominee currently serves as a director of Chemical Financial Corporation and Chemical Bank for a term that will expire at this year’s annual meeting. Mr. Gary E. Andersonmeeting or until that person's successor is currentlyduly elected and qualified. Each nominee has agreed to serve as a director of Chemical Financial. Mr. Anderson will retire from the board of directors effective at the annual meeting on April 26, 2017 after serving over twelve years on the board of directors of Chemical Financial . The proposed nominees are willing to be elected and serve as directors.if elected. If a nominee is unable to serve or is otherwise unavailable for election, which we do not anticipate, the incumbent board of directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number of nominees named above.

Biographical information concerning theeach of our director nominees for director of Chemical Financial appears below under the heading “Board of Directors.” Each of the current directors and nominees for director other than David B. Ramaker,T. Provost, Thomas C. Shafer, Gary Torgow and Richard M. Lievense Gary Torgow, and David T. Provost, qualified as independent directors as defined by NASDAQ Listing Rules,listing rules, including such definitions applicable to each committee of the board of directors upon which he or she serves or served. In making this determination, the board of directors considered all ordinary course loan and other business transactions between the directors and Chemical Bank.

The boardAudit Committee has appointed KPMG LLP as our independent registered public accounting firm to audit our consolidated financial statements as of directors believes that it is advisable to have a sufficient amount of additional authorized shares of common stock available for future issuance for important corporate purposes and provide the ability to react quickly to strategic opportunities. Acquisitions of other organizations continues to be a key strategy for the long-term growthyear ending December 31, 2019 and the effectiveness of the Corporation. Authorized but unissued sharesinternal control over financial reporting as of common stock,December 31, 2019, and to perform such other appropriate audit-related accounting, tax compliance or funds raised in a public offering of shares,other tax services as may be used for these purposes. The additional authorized shares would also be available for possible future stock splits and dividends, equity incentive plans, equity compensation plans to attract and retain talented employees and other corporate purposes that might be considered. The Corporation has no present plans or proposals to issue the additional shares that would be authorizedapproved by the proposed amendment.

If the shareholders approve Proposal 2, wedo not ratify the appointment of KPMG LLP, the Audit Committee will fileconsider a Certificate of Amendment to our Restated Articles of Incorporation to amend the first paragraph of Article III, in its entirety, to read as follows:

The purpose of the Chemical Financial Corporation Stock Incentive Plan of 2019 (the “2015“2019 Stock Plan”) was approvedis to advance our long-term interests by aligning the interests of our officers, directors and key employees with those of our shareholders atthrough equity-based awards. Our board of directors also believes that equity-based awards are necessary to attract, retain and motivate officers, directors and key employees of exceptional abilities, and to recognize the 2015 annual meeting of shareholders. significant contributions these individuals have made to our long-term performance and growth.

Under the 2015Chemical Financial Corporation Stock Incentive Plan 626,353of 2017 (the “2017 Stock Plan”), 1,301,285 shares remained available for issuance as of December 31, 2016.2018. Because there are a limited number of shares available for issuance under the 20152017 Stock Plan, theour board of directors believes that it is advisable to implement the 2019 Stock Plan, which will make additional shares available for restricted stock units (including both performance-based restricted stock performance units and time-vesting restricted stock service-based units), stock options and other equity-based awards. Rather than reload the 2015The 2019 Stock Plan, the board of directors believes it is in the best interest of the Corporation and its shareholders to establish the Chemical Financial Corporation Stock Incentive Plan of 2017 (the “2017 Stock Plan”) toif approved, will replace the 20152017 Stock Plan.

On the approval and recommendation of our Compensation and Pension Committee (the “Compensation Committee”), the board of directors has adopted and approved the 2019 Stock Plan, subject to shareholder approval, and recommends that the Corporation’s shareholders approve, the 2017 Stock Plan because itapproval. The board of directors believes that the design of the 20172019 Stock Plan and the number of shares to be authorized for issuance under the plan are consistent with the interests of shareholders and good corporate governance practices. In adopting and approving the 20172019 Stock Plan, the board of directors was mindful of investor considerations relating to the 2017 Stock Plan,plan, including the following:

TheOur board of directors believes that theour long-term interests of the Corporation are advanced by aligning the interests of its corporate and subsidiaryour officers, directors and key employees with the intereststhose of itsour shareholders through the award of equity-based awards. TheOur board of directors also believes that the award of equity-based awards isare necessary to attract, retain and motivate officers, directors and key employees of exceptional abilities, and to recognize the significant contributions these individuals have made to theour long-term performance and growth of the Corporation and its subsidiaries.growth.

If the 20172019 Stock Plan is approved by the shareholders, then equity-based awards could be granted to eligible participants under the 20172019 Stock Plan and no additional awards will be made under the 20152017 Stock Plan. The 20172019 Stock Plan is intended to supplement and continue the equity-based compensation policies and practices that we have used for many years. TheOur board of directors adopted and approved the 20172019 Stock Plan on February 20, 2017.March 19, 2019. If the shareholders approve the 20172019 Stock Plan on April 26, 2017,May 7, 2019, it will become effective on that date. Equity-based awards would be granted under the 20172019 Stock Plan to participants for no cash consideration or for such minimum consideration as determined by the Compensation and Pension Committee. If the 2019 Stock Plan is approved, no equity-based awards would be granted under the plan on a date that is more than ten years after the plan’s effective date. The 20172019 Stock Plan would not be qualified under Section 401(a) of the Internal Revenue Code and would not be subject to the Employee Retirement Income Security Act of 1974 (ERISA). If the 20172019 Stock Plan is not approved by the shareholders, then no equity-based awards will be effectivegranted under the 20172019 Stock Plan for any employee. No equity-based awards would be granted under the 2017 Stock Plan on a date that is more than ten years after the 2017 Stock Plan’s effective date.employee or director

Subject to certain anti-dilution and other adjustments, 1,750,0002,400,000 shares of Chemical Financialour common stock, $1.00 par value per share, would be available for equity-based awards under the 20172019 Stock Plan, provided that not more than 60% of such shares may be issued under awards other than stock options.Plan. Shares of common stock authorized under the 20172019 Stock Plan could be either authorized but unissued shares, shares issued and repurchased by the Corporationus (including shares purchased on the open market) or shares issued and otherwise reacquired by the Corporation.us. Shares subject to equity-based awards that are canceled, surrendered, modified, or exchanged for substitute equity-based awards, or that forfeit, expire or terminate prior to exercise or vesting in full, and shares that are surrendered to the Corporationus in connection with the exercise or vesting of equity-based awards, whether previously owned or otherwise subject to such equity-based awards, may not be reissued as new equity-based awards under the 20172019 Stock Plan. The 20172019 Stock Plan would not allow any participant to receive, in any calendar year, equity-based awards issued under the 20172019 Stock Plan with respect to more than 25% of the total number of shares available under the 20172019 Stock Plan. Upon certain changes in the number of shares of Chemical Financialour common stock outstanding (e.g., stock split, recapitalization) or the occurrence of certain corporate events (e.g., merger, stock dividend), the Compensation and Pension Committee could adjust the outstanding equity-based awards and the number of shares available for equity-based awards appropriately. If the shareholders approve the 20172019 Stock Plan, unless the 20172019 Stock Plan is terminated earlier by theour board of directors, equity-based awards could be granted at any time before April 26, 2027,May 7, 2029, when the 20172019 Stock Plan will terminate according to its terms.

New Plan Benefits

No equity-based awards have been granted or received under the 20172019 Stock Plan through the date of this proxy statement.Proxy Statement. Because benefits under the 20172019 Stock Plan will depend on the Compensation and Pension Committee’s actions and the fair market value of Chemical Financialour common stock at various future dates, the benefits payable under the 20172019 Stock Plan and the benefits that would have been payable had the 20172019 Stock Plan been in effect during the most recent fiscal year are not determinable.

The 20172019 Stock Plan would be administered by the Compensation and Pension Committee. The committeeCompensation Committee would be authorized and empowered to do all things that it determined to be necessary or appropriate in connection with the administration of the 20172019 Stock Plan. The committeeCompensation Committee would determine, subject to the terms of the 20172019 Stock Plan, the persons to receive equity-based awards, the nature and amount of equity-based awards to be granted to each person (subject to the limits specified in the 20172019 Stock Plan), the time of each grant, the terms and duration of each grant, and all other determinations necessary or advisable for administration of the 20172019 Stock Plan.

The 20172019 Stock Plan would also permit the Compensation and Pension Committee to award restricted stock units (including both performance-based restricted stock performance units and time-vesting restricted stock service-based units) and restricted stock, subject to the terms and conditions set by the committeeCompensation Committee that are consistent with the 20172019 Stock Plan. Restricted stock units are equity-based awards denominated in units of our common stock under which the issuance of shares of our common stock is subject to such terms and conditions as the Compensation and Pension Committee deems appropriate (including achievement of performance goals established by the committee and/or continued employment)employment or service as a director). For purposes of determining the number of shares available under the 20172019 Stock Plan, each restricted stock unit would count as the maximum number of shares of our common stock subject to the restricted stock unit. Unless determined otherwise by the Compensation and Pension Committee, each earned restricted stock unit would be equal to one share of Chemical Financialour common stock and would entitle a participant to either shares of our common stock or an amount of cash determined with reference to the value of shares of our common stock.

Shares of restricted stock are shares of our common stock, the retention, vesting and/or transferability of which is subject, for specified periods of time, to such terms and conditions as the Compensation and Pension Committee deems appropriate (including achievement of performance goals established by the committee and/or continued employment)employment or service as a director).

The Compensation and Pension Committee would establish the terms of individual awards of restricted stock units and restricted stock in award agreements. Restricted stock units and restricted stock granted to a participant would “vest” (i.e., the restrictions on them would lapse) in the manner and at the times that the Compensation and Pension Committee determines. The Compensation and Pension Committee would be permitted to vary the terms, conditions and restrictions among participants and among grants to the same participant.

If a restricted stock agreementdirector’s service ceases or award provide otherwise, if a participant’s employment is terminated during the restricted period (i.e., the period of time during which restricted stock units or restricted stock are subject to vesting or performance restrictions) for any reason other than death, disability, termination without cause or retirement, each unvested restricted stock unit and restricted stock award of the participant would automatically be forfeited and, in the case of restricted stock, returned to the Corporation. us.

If thea director’s service ceases or a participant’s employment is terminated during the restricted period because of death, disability or termination without cause, then, unless otherwise specified in an applicable award agreement or controlling agreement with respect to the unvested restricted stock units andparticipant, the restrictions remaining on any or all shares of restricted stock and restricted stock units would lapse and would vest automatically with respecton a prorated basis and be convertible into a number of shares of our common stock equal to (a) the number of suchthe participant’s unvested restricted stock or restricted stock units or sharesas of restricted stock (rounded to the nearest whole number) equal toeffective date of the total number of such restricted stock units or shares of restricted stock granted to such participanttermination, multiplied by (b) the quotient of (x) the number of full months that have elapsed since the later of the date of grant divided byor the most recent annual vesting date and the effective date of participant’s termination or cessation of service and (y) the total number of full months remaining in the vesting period since the later of the date of grant or the most recent annual vesting date. We currently anticipate that award agreements for our executives will provide for full vesting upon a termination of employment or cessation of service because of death, disability or termination without cause. For restricted period (providedstock or restricted stock units that any performance-basedare subject to attainment of performance goals, the number of the participant’s unvested restricted stock or restricted stock units that are subject to proration, or full vesting requirements must(if applicable), as of the effective date of his or her termination shall be satisfied before the shares may be issued).target (100%) number of restricted stock or restricted stock units set forth in the applicable equity-based award agreement. All of the unvested restricted stock units and shares of restricted stock would be forfeited and, in the case of restricted stock, returned to the Corporation;us; however, the Compensation and Pension Committee could, either before or after a participant dies or becomes disabled, waive the vesting or performance restrictions remaining on any or all of his or her remaining restricted stock units and shares of restricted stock.

If a participant who is a director ceases providing services as a director due to retirement during the restricted period, then the restrictions remaining on any or all shares of restricted stock shall terminate automatically in full upon retirement. If a participant’s employment is terminated during the restricted period due to the participant’s retirement and the participant fails to provide at least one year’s notice of retirement to the Corporation,us, each unvested restricted stock unit and share of restricted stock of the participant would automatically be forfeited and, in the case of restricted stock, returned to the Corporation.us. If the participant’s employment is terminated during the restricted period due to the participant’s retirement upon not less than one year’s notice of retirement to us, then the Corporation, then unvested restricted stock service-based units andrestrictions remaining on any or all shares of restricted stock subject solely to service-based vesting requirements would automatically vest in full, and unvested restricted stock performance units and restricted stock subject to performance-based vesting requirementsunits would lapse and would vest automatically with respect to thaton a prorated basis, or fully vest (if applicable), and be convertible into a number of restricted stock performance units and shares of restrictedour common stock subject to performance-based vesting requirements (in each case roundedin the manner applicable to the nearest whole number) equal to the respective total numbertermination of such restricted stock performance units and sharesemployment because of restricted stock granted to such participant multiplied by the number of full months that have elapsed since the date of grant divided by the total number of full months in the respective restricted period (provided that the performance-based vesting requirements must be satisfied before the shares may be issued).death, disability, or termination without cause. All of the remaining performance-based restricted stock performance units and shares of restricted stock would be forfeited and, in the case of restricted stock, returned to the Corporation;us; however, the Compensation and Pension Committee could, either before or after a participant retires, waive the vesting or performance restrictions remaining on any or all of his or her remaining restricted stock performance units or shares of restricted stock.

Generally, under current federal income tax laws, a participant would not recognize income upon the award of restricted stock, performance-based restricted stock performance units or time-vesting restricted stock service-based units. However, a participant would be required to recognize compensation income at the time the award vests (when the restrictions lapse) equal to the difference between the fair market value of the stock at vesting and the amount paid for the stock (if any). At the time the participant recognizes compensation income, the Corporationwe would be entitled to a corresponding deduction for federal income tax purposes, except to the extent that the deduction limits of Section 162(m) of the Internal Revenue Code apply. If restricted stock, performance-based restricted stock performance units or time-vesting restricted stock service-based units are forfeited by a participant, the participant would not recognize income with respect to the forfeited award and the Corporationwe would not receive a corresponding deduction for federal income tax purposes.

A participant could, within 30 days after the date of an award of restricted stock (but not an award of restricted stock units), elect to report compensation income for the tax year in which the restricted stock is awarded. If the participant makes this election, the amount of compensation income would be equal to the difference between the fair market value of the restricted stock at the time

of the award and the amount paid for the stock (if any). Any later appreciation in the value of the restricted stock would be treated as capital gain and recognized only upon the sale of the shares subject to the award of restricted stock. If, however, restricted stock is forfeited after the participant makes such an election, the participant would not be allowed any deduction for the amount that he or she earlier reported as income. Upon the sale of shares subject to the restricted stock award, a participant would recognize capital gain or loss in the amount of the difference between the sale price and the participant’s basis in the stock.

The 20172019 Stock Plan would permit the Corporationus to grant to participants options to purchase shares of Chemical Financialour common stock at stated prices for specific periods of time. For purposes of determining the number of shares available under the 20172019 Stock Plan, each stock option would count as the number of shares of common stock subject to the stock option. Stock options that could be granted under the 20172019 Stock Plan may only be nonqualified stock options and may not qualify as incentive stock options as defined in Section 422 of the Internal Revenue Code.

The Compensation and Pension Committee would establish the terms of individual stock option grants in stock option agreements. These documents would contain terms, conditions and restrictions that the committee determines to be appropriate. These restrictions could include vesting requirements to encourage long-term ownership of shares. The Compensation and Pension Committee would be permitted to vary the terms, conditions and restrictions among participants and among grants to the same participant.

The exercise price of a stock option would be determined by the Compensation and Pension Committee, but must be at least 100% of the market value of Chemical Financialour common stock on the date of grant. No stock option could be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of such stock options to the same participants.

When exercising all or a portion of a stock option, a participant couldmay pay the exercise price with cash or, if permitted by the Compensation and Pension Committee, shares of Chemical Financialour common stock. The committeeCompensation Committee could also authorize payment of all or a portion of the exercise price in the form of a promissory note or installment payments, except as limited by the Sarbanes-Oxley Act of 2002 or other laws, rules or regulations. Any promissory note or installment payments must be with full recourse and at the market rate of interest. TheOur board of directors couldmay restrict or suspend the power of the committeeCompensation Committee to permit such loans, however, and could require that adequate security be provided. In addition, the Compensation and Pension Committee may allowallows broker-assisted cashless exercises of stock options.

Although the term of each stock option would be determined by the Compensation and Pension Committee, no stock option would be exercisable under the 20172019 Stock Plan more than ten10 years and one day after the date it was granted. Stock options generally would be exercisable for limited periods of time if an option holder dies, becomes disabled, retires, is terminated without cause, or voluntarily leaves his or her employment or service to the extent that such options were exercisable on the date of the option holder’s death, disability, or termination of employment. If an option holder is terminated for cause, the option holder would forfeit all rights to exercise any outstanding stock options. Subject to the other terms of the 2017 Stock Plan, if an option holder retires (as specified in the 2017 Stock Plan) as an employee, he or she could exercise options in accordance with their terms following retirement, unless the terms of the option agreement or award provide otherwise.

Without Compensation and Pension Committee approval, stock optionsconsent or permission, a participant cannot sell, exchange, transfer, pledge, assign or otherwise dispose of an equity-based award granted under the 20172019 Stock Plan generally could not be transferred, exceptother than by will or by the laws of descent and distribution, unless transfer is permitteddistribution. All rights with respect to equity-based awards would only be exercisable during a participant’s lifetime by the terms of the grantparticipant or the applicable stock option agreement.his or her guardian or legal representative. The committeeCompensation Committee could impose otheradditional restrictions on shares of common stock acquired through a stock option exercise.equity-based awards.

The 20172019 Stock Plan only provides for awards of nonqualified stock options – those options that do not meet the Internal Revenue Code’s definition of an incentive stock option. Under current federal income tax laws, an option holder would not recognize any income and the Corporationwe would not receive a deduction for federal income tax purposes when a nonqualified stock option is granted or vests. If a nonqualified stock option is exercised, the option holder would recognize compensation income equal to the difference between the exercise price paid and the market value of the stock acquired upon exercise (on the date of exercise). The CorporationWe would then receive a corresponding deduction for federal income tax purposes, except to the extent that the deduction limits of Section 162(m) of the Internal Revenue Code apply. The option holder’s tax basis in the shares acquired would be the exercise price paid plus the amount of compensation income recognized. Sale of the stock after exercise would result in recognition of short-term or long-term capital gain (or loss).

The 20172019 Stock Plan would also permit the Compensation and Pension Committee to grant a participant one or more types of awards in the form of Chemical Financialour common stock or based on, or related to, shares of Chemical Financialour common stock, other than the types described above. The committee

Compensation Committee could make stock awards for any amount of consideration, or no consideration, as the committeeCompensation Committee determines. Any such awards would be subject to terms and conditions as the Compensation and Pension Committee deems appropriate, as set forth in the respective award agreements and as permitted under the 20172019 Stock Plan. Stock award recipients would generally have all voting, liquidation and other rights with respect to awarded shares of Chemical Financialour common stock upon becoming the holder of record of the common stock granted pursuant to the award, subject to the restrictions regarding payment of dividends as set forth below. However, the committeeCompensation Committee could impose restrictions on the assignment or transfer of common stock awarded under the 20172019 Stock Plan.

The recipient of a stock award generally would recognize compensation income equal to the difference between the fair market value of the stock when it is awarded and the amount paid for the stock (if any). The recipient’s tax basis in the stock would equal the amount of compensation income recognized on the award plus the amount paid by the recipient for the stock (if any). The CorporationWe would be entitled to a corresponding deduction for federal income tax purposes equal to the amount of compensation income recognized by the recipient, except to the extent that the deduction limits of Section 162(m) of the Internal Revenue Code apply. Upon a subsequent sale of the stock, the recipient would recognize capital gain or loss equal to the difference between the amount realized on the sale and his or her basis in the stock. Different rules may apply where the stock is transferred subject to a “substantial risk of forfeiture.”

Holders of unvested equity-based awards will not be entitled to dividend rights with respect to the shares of our common stock constituting or subject to such unvested equity-based awards; provided, however, that dividends otherwise payable with respect to such shares of our common stock may, at the discretion of the Pension and Compensation Committee, accrue and become payable upon vesting of the equity-based awards.

UponUnless otherwise stated in any award agreement or separate agreement with the participant under the 2019 Stock Plan, upon the occurrence of a change in control of the CorporationChemical (as defined in the 20172019 Stock Plan), the vesting of unvested equity awards would accelerate only upon a qualifying termination of employment and, in the case of performance-based equity awards, would be subject to pro rata vesting adjusted forat the greater of (a) target performance and (b) actual performance, andmeasured through the fractional performancelatest practicable date before the effective date of the change in control, subject to forfeiture based on the participant’s continued service through the restricted period. In addition, absent any qualifying termination of employment, unvested equity awards (including those that are cashed out in connection with the change in control) would remain subject to their original vesting schedules.

If equity-based awards are made under the 20172019 Stock Plan, the Corporationwe could withhold from any cash otherwise payable to a participant or require a participant to remit to the Corporationus amounts necessary to satisfy applicable withholding and employment-related taxes. Unless the Compensation and Pension Committee determines otherwise, tax withholding obligations could also be satisfied by withholding Chemical Financialour common stock to be received upon exercise or vesting of an equity-based award or by delivering to the Corporationus previously owned shares of our common stock. The CorporationWe may reasonably delay the issuance or delivery of shares of Chemical Financialour common stock pursuant to an equity-based award as it determines appropriate to address tax withholding and other administrative matters.

TheOur board of directors could terminate the 20172019 Stock Plan at any time and could from time to time amend the 20172019 Stock Plan, as it considers proper and in theour best interests, of the Corporation, provided that no such amendment could be made (except adjustments expressly permitted by the 20172019 Stock Plan) without the approval of our shareholders of the Corporation if itsuch amendment would (i) reduce the exercise price of a stock option below the market value of the underlying stock on the date of the grant, (ii) reduce the exercise price of outstanding stock options, (iii) increase the individual annual maximum award limit, or (iv) otherwise amend the 20172019 Stock Plan in any manner requiring shareholder approval by law or under NASDAQ listing requirements or rules. In addition, no amendment to the 20172019 Stock Plan or to a previously granted equity-based award could impair the rights of a holder of any outstanding equity-based award without the consent of the participant, except in certain circumstances in which such amendment is necessary to satisfy a law or regulation or to meet the requirements of or avoid adverse tax or financial accounting consequences under any tax or accounting standard, law or regulation.

Subject to certain limitations, the Compensation and Pension Committee could amend or modify the terms of any outstanding equity-based award in any manner not prohibited by the 20172019 Stock Plan. However, equity-based awards issued under the 20172019 Stock Plan could not be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect would be

to reduce the exercise price of such equity-based awards to the same participants. The CorporationWe could also suspend a participant’s rights under the 20172019 Stock Plan for a period of up to sixty60 days while a participant’s termination for cause is considered.

Section 162(m) of the Internal Revenue Code, as amended, limits to $1,000,000 the annual income tax deduction that a publicly-held corporation may claim for compensation paid to its chief executive officer and to its four most highly compensated officers other than the chief executive officer. Qualified “performance-based” compensation is exempt from the $1,000,000 limit and may be deducted even if other compensation exceeds $1,000,000. The 20172019 Stock Plan is intended to provide for the ability to grant equity-based awards that qualify asare performance-based compensation. Performance-based compensation under Section 162(m), to permit compensation associated with such awards under the 2017 Stock Plan to be tax deductible to the Corporation while allowing, as nearly as practicable, the continuation of the Corporation’s pre-existing practices with respect to the award of equity compensation. The 2017 Stock Plan will be interpreted, administered and amended if necessary to achieve that intended purpose.

An equity-based award intended to qualify asbe performance-based compensation could provide that any evaluation of performance could include or exclude certain specific events or their effects that occur during the performance period, including asset write-downs; litigation or claim judgments or settlements; changes in tax laws, accounting principles, or other laws or provisions affecting reported results; any reorganization and restructuring programs; extraordinary nonrecurring items as described in Financial Accounting Standards Board Accounting Standards Codification Topic 225-20 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Corporation’sour annual report to shareholders for the applicable year; acquisitions, mergers or divestitures (including nonrecurring transaction-related expenses); securities offerings; accounting changes; amortization of goodwill or other intangible assets; discontinued operations; and other special charges or extraordinary items.

No participant in the 20172019 Stock Plan may be granted, in any calendar year, awards representing more than 25% of the total number of shares of Chemical Financialour common stock available for awards under the 20172019 Stock Plan. Performance-based compensation would be paid only after written certification by the Compensation and Pension Committee that the applicable performance goals have been satisfied.

Equity-based awards under the 20172019 Plan would be subject to Chemical Financial’sour clawback policy. For more information, see “Elements of Compensation-Clawback Policy” below.

The Corporation intendsWe intend to register shares covered by the 20172019 Stock Plan under the Securities Act of 1933 before any performance-based restricted stock performance units, time-vesting restricted stock service-based units, restricted stock, stock awards or other stock-based or stock-related awards are granted and before any stock options could be exercised.

Except as otherwise indicated, each director and nominee has had the same principal occupation and employment during the past five years. The age of each director and nominee is as of December 31, 2016.2018.

During 2016, the Chemical Financial2018, our board of directors held six regular meetings and four specialtwelve meetings. All of the directors attended at least 75% of the aggregate number of meetings of the board of directors and meetings of committees on which they served during the year (during the periods that they served). The Corporation hasWe have a policy that requires all members ofdirectors and director nominees to the board of directors to attend theour annual meeting of shareholders each year.shareholders. All of theour directors serving at April 18, 2016and director nominees attended the Corporation’s 2016our 2018 annual meeting.meeting of shareholders.

The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders, directors, officers, third-party search firms and other sources. The Corporate Governance and Nominating Committee will ultimately determine whether a shareholder recommendation will result in a nomination under this process. In considering potential nominees, the committee will review all candidates in the same manner, regardless of the source of the recommendation.recommendation, and will consider the current composition of the board in light of the diverse communities and geographies we serve and the interplay of the candidate’s experience with the experience of the other board members, as well as such other factors as the committee deems appropriate.

NominationsUnder our bylaws, nominations by shareholders may only be made by sending a notice to theour Corporate Secretary of Chemical Financial that sets forth:

You must send this notice to theour Corporate Secretary of Chemical Financial not less than 120 days before the date of an annual meeting and not more than seven days following the date of notice of a special meeting called for the election of directors. The Corporate Governance and Nominating Committee will evaluate and consider every nominee so proposed by a shareholder and report each such nomination and the committee’s recommendation to the full board of directors. The Corporate Governance and Nominating Committee may also, in its discretion, consider shareholders’ informal recommendations of possible nominees.

In considering possible candidates for election as a director, the committee and the other directors will be guided by applicable rules and regulations, any specific criteria established by the committee and the following criteria:

Shareholders and interested parties may communicate with members of Chemical Financial’sour board of directors by sending correspondence addressed to the board as a whole, a specific committee, or a specific board member c/o William C. Collins, General Counsel and Corporate Secretary, Chemical Financial Corporation, 235 E. Main Street, Midland, Michigan 48640. All correspondence will be forwarded directly to the applicable members of the board of directors.

In January 2008, the board of directors established stock ownership guidelines for its directors. Directors, as of April 30, 2008, are required to retain ownership equal to five times the paid annual equity retainer, with a five year timeframe to attain the designated ownership level. Directors appointed to the board after April 2008 are required to retain ownership equal to five times the paid annual retainer (sum of equity and cash retainers) with a five year timeframe to attain the designated ownership level.

Our anti-hedging policy aligns the interests of our directors and executive officers with our shareholders. The policy prohibits our directors and executive officers from engaging in any transaction which could hedge or offset decreases in the market value of Chemical Financial’sour common stock, including short-selling, put or call options, forward sale or purchase contracts, equity swaps, and exchange funds.

Uncontested Election Director Resignation Policy

The Corporate Governance and Nominating Committee is responsible for coordinating the annual evaluation of the board of directors’ performance. The committee will receive comments from all directors relative to the board’s performance and such comments will be discussed with the full board. The purpose of the evaluation is to increase the effectiveness of the board as a whole and not to focus on the performance of individual directors. The Corporate Governance and Nominating committee will also utilize the results of this evaluation process when determining the characteristics and assessing critical skills required of prospective candidates for nomination or appointment to the board and making recommendations to the board with respect to assignments of directors to the various board committees.

The board of directors and each committee of the board of directors conducts an annual self-assessment survey. The survey utilizes questionnaires completed by each board and committee member. The responses are compiled and shared with the board, and provide a useful tool for evaluation of the effectiveness of theour governance and management of the Corporation.management.

The Audit Committee oversees the Company’sour financial reporting process and itsour internal control over financial reporting and related disclosure controls and procedures on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the application of accounting and financial principles, the preparation, presentation and integrity of the financial statements, the systems of internal controls and other procedures designed to ensure compliance with accounting standards and applicable laws and regulations.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements and related disclosures that are included in the Company’s 2016our 2018 Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and estimates, the clarity of disclosures in and concerning the financial statements, and the internal controls and disclosure controls and procedures that support management’s accounting and disclosure judgments and the certifications of the Chief Executive Officer and the Chief Financial Officer that theour financial statements of the Company fairly present, in all material respects, theour financial condition, results of operations, and cash flows of the Company.flows. The Audit Committee also reviewed management’s report on its assessment of the effectiveness of Chemical Financial’sour internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of Chemical Financial’sour internal control over financial reporting.

All audit and non-audit services provided to the Companyus by itsour independent registered public accounting firm, KPMG LLP ("KPMG"), and the associated fees are pre-approved by the Audit Committee or by the Chair of the Audit Committee pursuant to delegated authority, and the committeeCommittee considers the compatibility of such non-audit services with the registered public accounting firms’firms' independence. The Audit Committee evaluated the performance of KPMG, LLP, including the senior audit engagement team, and determined to retain KPMG LLP to serve as the Company’sour independent registered public accounting firm for the year ended December 31, 2016.2019. In doing so, the Audit Committee considered the quality and efficiency of the services provided by the independent registered public accounting firmKPMG and theits technical expertise, of the independent registered public accounting firm, tenure as the Company’sour independent registered public accounting firm, and knowledge of the Company’sour operations and industry. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee continued its long-standing practice of recommending that the board of directors ask shareholders to ratify the appointment of theour independent registered public accounting firm at the 20162019 Annual Meeting (see Proposal 42 – Ratification of Appointment of KPMG). KPMG LLP).has served as the Corporation's independent registered public accounting firm for thirteen years. The Audit Engagement Partner rotates every five years, and the Audit Committee is involved in the selection of the Audit Engagement Partner.

Numerous other informal meetings and communications among the Audit Committee Chair, various Audit Committee members, the independent registered public accounting firm,KPMG, the director of internal audit, the chief financial officer and the director of risk management also occurred. The agenda for each of the Audit Committee’s meetings is established by the Audit Committee Chair and the director of internal audit.

In its meetings with representatives of the independent registered public accounting firm,KPMG, the Audit Committee asked them to address, and discuss their responses to, questions relevant to the Audit Committee’s oversight. These discussions included significant accounting judgments or estimates made by management in preparing theour financial statements, fair presentation to investors in the financial statements of the Company’sour financial position and performance in accordance with generally accepted accounting principles and SEC disclosure requirements, and implementation of internal controls and internal audit procedures that are appropriate for the Company.

KPMG LLP served as theour independent registered public accounting firm for Chemical Financial for the years ended December 31, 20162018 and 2015.2017. The Audit Committee has reappointed KPMG LLP for the year ending December 31, 2017.2019. In accordance with prior practice, representatives of KPMG LLP are expected to be present at the annual meeting of shareholders on April 26, 2017,May 7, 2019, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

A summary of the fees paid and payable to KPMG LLP for each of the two calendar years ended December 31, 20162018 are as follows:

Our executive officers are appointed annually by, and serve at the pleasure of, the board of directors. Biographical information for Mr. RamakerProvost, Mr. Shafer and Mr. Torgow is included in the “Board of Directors” section of this proxy statement. The following sets forth biographical information concerning our executive officers who are not directors. Except as otherwise indicated, each executive officer has had the same principal occupation and employment during the past five years. The age of each executive officer is as of December 31, 2016.2018.

In fulfilling its oversight responsibilities, the Compensation and Pension Committee (“Compensation Committee”) reviewed and discussed with management the Compensation Discussion and Analysis required by SEC Regulation S-K Item 402(b) with the Chief Executive Officer of the Corporation.. Based on this review and discussion, the Compensation and Pension Committee recommended to the board of directors (and the board approved) that the Compensation Discussion and Analysis be included in this proxy statement for the Corporation’s 2017our 2019 Annual Meeting of Shareholders and Annual Report on Form 10-K for the year ended December 31, 2016.2018.