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 16, 2018
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| MB FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
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| Maryland | | 001-36599 | | 36-4460265 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
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| 800 West Madison Street, Chicago, Illinois 60607 |
| (Address of principal executive offices) (Zip Code) |
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Registrant’s telephone number, including area code: (888) 422-6562 |
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| N/A |
| (Former name or former address, if changed since last report) |
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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 (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 (17CFR 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2018, MB Financial, Inc. (the "Company") held its 2018 Annual Meeting of Stockholders. The results of the vote at the meeting are as follows:
1) Election of Directors (each for a term of one year)
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| Name | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| David P. Bolger | | 67,804,413 |
| | 922,464 |
| | 148,269 |
| | 9,473,286 |
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| C. Bryan Daniels | | 68,717,609 |
| | 141,869 |
| | 15,668 |
| | 9,473,286 |
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| Mitchell Feiger | | 68,566,645 |
| | 292,901 |
| | 15,600 |
| | 9,473,286 |
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| Sunil Garg | | 68,711,913 |
| | 140,149 |
| | 23,084 |
| | 9,473,286 |
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| Charles J. Gries | | 68,247,877 |
| | 611,669 |
| | 15,600 |
| | 9,473,286 |
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| James N. Hallene | | 67,757,758 |
| | 1,101,666 |
| | 15,722 |
| | 9,473,286 |
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| Thomas H. Harvey | | 68,021,341 |
| | 838,190 |
| | 15,615 |
| | 9,473,286 |
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| Richard J. Holmstrom | | 68,111,288 |
| | 748,178 |
| | 15,680 |
| | 9,473,286 |
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| Mark A. Hoppe | | 67,467,119 |
| | 1,392,358 |
| | 15,669 |
| | 9,473,286 |
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| Karen J. May | | 68,489,308 |
| | 370,352 |
| | 15,486 |
| | 9,473,286 |
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| Renee Togher | | 68,387,698 |
| | 471,963 |
| | 15,485 |
| | 9,473,286 |
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Directors are elected by a majority of the votes cast with respect to each director. Accordingly, each of the nominees named above was elected.
2) Advisory (Non-Binding) Vote on Executive Compensation
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| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | | 66,366,186 |
| | 2,325,180 |
| | 183,780 |
| | 9,473,286 |
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The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
3) Advisory (Non-Binding) Vote on Whether an Advisory Vote on Executive Compensation Should be Held Every One Year, Every Two Years, or Every Three Years
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| | | One Year | | Two Years | | Three Years | | Abstentions |
| | | 60,349,503 |
| | 366,277 |
| | 7,994,459 |
| | 164,907 |
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The Company's board of directors has determined, in light of the results of the vote on this item, that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of future advisory votes on executive compensation.
4) Ratification of the Appointment of RSM US LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2018
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| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | | 77,573,197 |
| | 442,449 |
| | 332,786 |
| | — |
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The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
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.
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| | MB FINANCIAL, INC. | |
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| Date: May 18, 2018 | By: | /s/Randall T. Conte | |
| | | Randall T. Conte | |
| | | Vice President and Chief Financial Officer | |
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