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): May 25, 2017
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Mercantile Bank Corporation
(Exact name of registrant as specified in its charter)
Michigan |
| 000-26719 |
| 38-3360865 |
(State or other jurisdiction |
| (Commission File |
| (IRS Employer |
of incorporation) | Number) | Identification Number) | ||
310 Leonard Street NW, Grand Rapids, Michigan | 49504 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code | 616-406-3000 |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Bonus Plans
On May 25, 2017, the Boards of Directors of Mercantile Bank Corporation (“Mercantile”), and of Mercantile’s wholly-owned subsidiary, Mercantile Bank of Michigan (the “Bank”), adopted an executive officer bonus plan for 2017 (the “Executive Officer Plan”).
The Executive Officer Plan provides for cash bonuses for: Michael H. Price, the Executive Chairman of the Board of Mercantile and the Bank; Robert B. Kaminski, Jr., the President and Chief Executive Officer of Mercantile and the Chief Executive Officer of the Bank; Charles E. Christmas, the Executive Vice President, Chief Financial Officer and Treasurer of Mercantile, and the Executive Vice President and Chief Financial Officer of the Bank; Raymond E. Reitsma, the President of the Bank; and Robert T. Worthington, the Chief Operating Officer, Senior Vice President, General Counsel and Secretary of Mercantile and the Bank.
The maximum amount that can be allocated to the bonus pool is $466,218 under the Executive Officer Plan, provided, however, that the maximum amount will be appropriately adjusted if (a) a newly hired employee becomes eligible to participate in the plan, (b) a participant's base salary is adjusted during the year, or (c) a participant becomes ineligible before December 31, 2017.
Payment from the bonus pool under the plan, if any, is based on the achievement of targets under the following metrics for 2017:
10% Net loan growth
10% Non-performing assets
10% Commercial loan portfolio composition
10% Net interest margin
10% Non-interest income
10% Efficiency ratio
10% Core pre-tax income
10% Return on assets
10% Return on equity
10% Wholesale funds
The specific targets for each metric will be established by the Compensation Committee of Mercantile's Board of Directors.
Each individual target must be met or exceeded in order for the percentage associated with that metric to be credited toward payment from the bonus pool under the plan. The accumulated percentage for each individual target attained will be applied to the bonus pool amount to determine the total amount of the bonus pool to be awarded (the "Award Amount"). For example, if the first five factors are attained and the next five factors are not attained, and if the maximum amount is allocated to the bonus pool under the Executive Officer Plan, the Award Amount would be $466,218 x 50% = $233,109.
The Award Amount will be paid to each participant pro rata based on a uniform percentage of the participant's 2017 salary (not to exceed 30% of each executive officer's 2017 salary under the plan.) Any bonus awards that are earned under the plan will be paid to the executive officers on or before March 15, 2018.
Payments under the plan are subject to specified conditions, qualifications, and clawback provisions. The plan, to the extent provided for in the plan, may be amended by the Compensation Committee of Mercantile's Board of Directors.
A copy of the Executive Officer Plan is attached as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of our shareholders was held on May 25, 2017. At the meeting, our shareholders voted on each of the following three matters:
● | election of eight directors, each for a one-year term; |
● | ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2017; and |
● | an advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting. |
The final vote results for each of these three matters is set forth below.
The votes cast on the election of directors were as follows:
Nominee |
Votes For | Votes Withheld |
Abstentions | Broker Non-Votes |
David M. Cassard | 9,530,983 | 243,017 | 0 | 3,677,928 |
Edward J. Clark | 9,527,610 | 246,390 | 0 | 3,677,928 |
Michelle L. Eldridge | 9,547,161 | 226,839 | 0 | 3,677,928 |
Jeff A. Gardner | 9,547,848 | 226,152 | 0 | 3,677,928 |
Edward B. Grant | 9,540,658 | 233,342 | 0 | 3,677,928 |
Robert B. Kaminski, Jr. | 9,490,723 | 283,277 | 0 | 3,677,928 |
Michael H. Price | 9,197,379 | 576,621 | 0 | 3,677,928 |
Thomas R. Sullivan | 8,674,186 | 1,099,814 | 0 | 3,677,928 |
The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2017 were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
13,376,260 | 68,487 | 7,181 | 0 |
The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting were as follows:
Votes For | Votes Against | Abstentions | Broker Non-votes |
9,510,217 | 187,836 | 75,946 | 3,677,928 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 2017 Mercantile Executive Officer Bonus Plan
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.
| Mercantile Bank Corporation |
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| By: | /s/ Charles E. Christmas |
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| Charles E. Christmas |
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| Executive Vice President, Chief |
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Financial Officer and Treasurer |
Date: May 26, 2017
Exhibit Index
Exhibit Number Description
10.1 2017 Mercantile Executive Officer Bonus Plan