United States
Securities And Exchange Commission
Washington, DC 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 27, 2023
Midland States Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
| Illinois | 001-35272 | 37-1233196 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (217) 342-7321
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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)) |
| Title of each class | Trading Symbol(s) | Name of each exchange
on which registered |
| Common stock, $0.01 par value | MSBI | Nasdaq Global Select Market |
| Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value) | MSBIP | The Nasdaq Stock Market LLC |
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2023, Midland States Bancorp, Inc. (the “Company”), the holding company of Midland States Bank (the “Bank”), announced that James R. Stewart, Senior Vice President and Chief Risk Officer of the Bank, retired, effective April 28, 2023. In connection with Mr. Stewart’s retirement, the Bank appointed Daniel Casey as Chief Risk Officer of the Bank. Mr. Casey was hired following a national search conducted based on Mr. Stewart’s planned retirement.
On April 27, 2023, Mr. Stewart and the Bank entered into a Transition and Separation Agreement and Release and Waiver of Claims (the “Agreement”), a copy of which is attached hereto as Exhibit 10.1. The Agreement sets forth the terms of Mr. Stewart’s departure from the Company, following a transition period, and terminates the Amended and Restated Employment Agreement, dated as of November 5, 2020, between Mr. Stewart and the Bank. Under the Agreement, Mr. Stewart will provide consulting services to the Company and will receive a salary during the transitional employment period and a lump sum payment.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Date: May 3, 2023 | Midland States Bancorp, Inc. |
| | |
| By: | /s/ Douglas J. Tucker |
| Name: | Douglas J. Tucker |
| Title: | Senior Vice President and Corporate Counsel |
