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 7, 2019
Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)
|
| | | | |
| | Michigan (State or Other Jurisdiction of Incorporation) | 000-08185 (Commission File Number) | 38-2022454 (IRS Employer Identification No.) | |
|
| | | |
333 W. Fort Street, Suite 1800 Detroit, Michigan (Address of Principal Executive Offices) | | 48226 (Zip Code) | |
Registrant's telephone number, including area code: (800) 867-9757
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (§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 o
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. o
|
| |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the Chemical Financial Corporation ("Chemical") annual meeting of shareholders on May 7, 2019, our shareholders approved, among other things, the Chemical Financial Corporation Stock Incentive Plan of 2019 (the "Plan"), which was previously adopted by our Board of Directors subject to shareholder approval. A description of the terms and conditions of the Plan is included in Chemical’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 26, 2019 (the "2019 Proxy Statement"), under the caption "Proposal 4-Approval of the Chemical Financial Corporation Stock Incentive Plan of 2019," which description is incorporated herein by reference. The summary of the Plan set forth in the 2019 Proxy Statement is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Appendix A to the 2019 Proxy Statement and incorporated herein by reference.
|
| |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Chemical held its annual meeting of shareholders on Tuesday, May 7, 2019. At that meeting, the shareholders voted on four proposals noted below, as described in Chemical's 2019 Proxy Statement. Following is a tabulation of the votes with respect to each proposal.
Proposal 1
Proposal 1 was the election of 13 directors. The following directors were elected with the following votes to serve until the 2020 annual meeting of shareholders or until their respective successors are duly elected and qualified:
|
| | | | | | | | | |
| | | Votes Cast |
| Election of Directors | | For | | Withheld | | Broker Non-Votes |
| | | | | | | |
| James R. Fitterling | | 49,015,058 |
| | 6,378,371 |
| | 7,820,533 |
|
| Ronald A. Klein | | 51,166,249 |
| | 4,227,180 |
| | 7,820,533 |
|
| Richard M. Lievense | | 52,610,766 |
| | 2,782,663 |
| | 7,820,533 |
|
| Barbara J. Mahone | | 53,594,228 |
| | 1,799,201 |
| | 7,820,533 |
|
| Barbara L. McQuade | | 54,890,374 |
| | 503,055 |
| | 7,820,533 |
|
| John E. Pelizzari | | 53,727,299 |
| | 1,666,130 |
| | 7,820,533 |
|
| David T. Provost | | 54,722,781 |
| | 670,648 |
| | 7,820,533 |
|
| Thomas C. Shafer | | 52,371,920 |
| | 3,021,509 |
| | 7,820,533 |
|
| Larry D. Stauffer | | 54,371,945 |
| | 1,021,484 |
| | 7,820,533 |
|
| Jeffrey L. Tate | | 54,787,321 |
| | 606,108 |
| | 7,820,533 |
|
| Gary Torgow | | 52,557,050 |
| | 2,836,379 |
| | 7,820,533 |
|
| Arthur A. Weiss | | 53,701,412 |
| | 1,693,017 |
| | 7,820,533 |
|
| Franklin C. Wheatlake | | 53,274,141 |
| | 2,119,288 |
| | 7,820,533 |
|
Proposal 2
Proposal 2 was a proposal to ratify the appointment of KPMG LLP as Chemical's independent registered public accounting firm for the year ending December 31, 2019. This proposal was approved with the following votes:
|
| | | | | | | | | |
| Votes Cast |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 62,293,874 |
| | 796,285 |
| | 123,803 |
| | — |
Proposal 3
Proposal 3 was a non-binding advisory vote on the compensation of Chemical's named executive officers. This proposal was approved with the following votes:
|
| | | | | | | | | | |
| Votes Cast |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 53,304,061 |
| | 1,910,165 |
| | 179,203 |
| | 7,820,533 |
|
A non-binding advisory proposal to vote on the compensation of Chemical's named executive officers will next occur in connection with Chemical's 2020 annual meeting of shareholders.
Proposal 4
Proposal 4 was a proposal to approve the Chemical Financial Corporation Stock Incentive Plan of 2019. This proposal was approved with the following votes:
|
| | | | | | | | | | |
| Votes Cast |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
| 52,240,847 |
| | 2,980,990 |
| | 171,592 |
| | 7,820,533 |
|
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: | May 8, 2019 | CHEMICAL FINANCIAL CORPORATION (Registrant) |
| | | |
| | | |
| | | /s/ Dennis L. Klaeser |
| | | Dennis L. Klaeser Executive Vice President and Chief Financial Officer |
