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) April 25, 2001
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of Incorporation
| 0-10967
(Commission
File Number)
| 36-3161078
(IRS Employer
Identification No.)
|
|
300 Park Boulevard, Suite 405, Itasca, Illinois
(Address of principal executive offices)
| 60143
(Zip Code) |
(630) 875-7450
(Registrant's telephone number, including area code)
N/A
(Former name and address, if changed since last report) |
FIRST MIDWEST BANCORP, INC.
FORM 8-K
April 25, 2001
Item 5. Other Events
First Midwest Bancorp, Inc. (the "Company") announced today that at its Annual Shareholders Meeting held on April 25, 2001, Brother James Gaffney, John L. Sterling and J. Stephen Vanderwoude were elected Directors to serve until the year 2004. In a separate action, the amendment to the Company's 1989 Omnibus Stock and Incentive Plan to reserve additional shares was approved. Number of shares voted for each matter are presented in the table below.
| | | Number of Shares Voted(1) |
| | For | Abstain | Against |
| | | | | |
1.) | Election of three directors:(2) | | | |
| | | | |
| | Brother James Gaffney | 34,419,845 | 264,459 | N/A |
| | John L. Sterling | 34,412,851 | 271,453 | N/A |
| | J. Stephen Vanderwoude | 34,344,183 | 340,121 | N/A |
| | | | | |
2.) | Considering a proposal to amend the Company's 1989 Omnibus Stock and Incentive Plan(3) | 27,992,088(4) | 218,747 | 6,473,466 |
| |
Notes | |
| |
(1) | Represents 83.5% of shares outstanding. |
(2) | Each of the three directors received votes in favor of at least 99% of the shares voted. |
(3) | The proposal to amend the Company's 1989 Omnibus Stock and Incentive Plan is fully described in the Company's Proxy Statement as filed with the Securities and Exchange Commission on March 6, 2001. |
(4) | Represents 78.8% of shares voted. |
Additionally, Robert P. O'Meara, Chairman and Chief Executive Officer, presented an overview of the Company and its results from operations for the year ended December 31, 2000 and for the three months ended March 31, 2001.
The results of the Annual Shareholders Meeting and the presentation materials will be available for viewing in the Investor Relations section on the Company's website,www.firstmidwest.com, on April 25, 2001 at approximately 1:00pm CDT and for 7 days thereafter.
| |
Item 7. Financial Statements and Exhibits |
| |
| (a) and (b) not applicable |
| |
| (c) Exhibit Index: |
| | |
| 99 | Press Release issued by First Midwest Bancorp, Inc. dated April 25, 2001. |
|
| | 99.1 | Power Point presentation delivered by Registrant's Chief Executive Officer at the Registrant's Annual Shareholders Meeting. |
| |
The following Items are not applicable for this Form 8-K: |
| |
| Item 1. | Changes in Control of Registrant |
| | |
| Item 2. | Acquisition or Disposition of Assets |
| | |
| Item 3. | Bankruptcy or Receivership |
| | |
| Item 4. | Changes in Registrant's Certifying Accountant |
| | |
| Item 6. | Resignations of Registrant's Directors |
| | |
| Item 8. | Change in Fiscal Year |
| | |
| Item 9. | Sales of Equity Securities Pursuant to Regulation S |
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 thereunto duly authorized. |
| |
| |
Date: April 30, 2001
| First Midwest Bancorp, Inc.
(Registrant)
/s/ DONALD J. SWISTOWICZ
Donald J. Swistowicz
Executive Vice President |
