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 19, 2011 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.) | |||
One Pierce Place, Suite 1500, Itasca, Illinois (Address of principal executive offices) | 60143 (Zip Code) | ||||
(630) 875-7450 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) | |||||
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: 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)) |
FIRST MIDWEST BANCORP, INC. |
FORM 8-K |
May 19, 2011 |
Item 5.2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of May 18, 2011, First Midwest Bancorp, Inc. (“FMBI” or the “Company”) entered into a TARP-related compensation arrangement payable over the remainder of the 2011 fiscal year with Michael Kozak in the amount of $60,848.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 18, 2011. A total of 66,742,676 shares were represented in person or by proxy, or 89.44% of the total outstanding shares of common stock of the Company. The final results of stockholder voting on the four proposals presented were as follows:
Proposal 1 - Election of Directors
John F. Chlebowski, Jr. (Approved)
For | Against | Abstain | Broker Non-Votes |
57,813,208 | 3,142,255 | 86,664 | 5,700,549 |
John E. Rooney (Approved)
For | Against | Abstain | Broker Non-Votes |
52,645,234 | 8,316,643 | 80,250 | 5,700,549 |
Ellen A. Rudnick (Approved)
For | Against | Abstain | Broker Non-Votes |
59,411,982 | 1,547,644 | 82,501 | 5,700,549 |
Phupinder S. Gill (Approved)
For | Against | Abstain | Broker Non-Votes |
60,027,090 | 931,930 | 83,107 | 5,700,549 |
Michael J. Small (Approved)
For | Against | Abstain | Broker Non-Votes |
60,086,254 | 861,037 | 94,836 | 5,700,549 |
Peter J. Henseler (Approved)
For | Against | Abstain | Broker Non-Votes |
60,177,409 | 775,950 | 88,768 | 5,700,549 |
Proposal 2 (Approved) - Advisory (non-binding) vote ratifying the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011.
For | Against | Abstain | Broker Non-Votes |
65,190,472 | 1,306,983 | 245,221 |
Proposal 3 (Approved) - Advisory (non-binding) vote approving executive compensation.
For | Against | Abstain | Broker Non-Votes |
56,640,269 | 3,160,837 | 1,241,021 | 5,700,549 |
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. | |
First Midwest Bancorp, Inc. | |
(Registrant) | |
Date: May 19, 2011 | /s/ CYNTHIA A. LANCE |
By: Cynthia A. Lance Executive Vice President and Corporate Secretary | |