| | 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, 2012 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 16, 2012 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 16, 2012. A total of 68,246,773 shares were represented in person or by proxy, or 91.02% 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
BARBARA A. BOIGEGRAIN (Approved)
| For | Against | Abstain | Broker Non-Votes |
| 59,414,332 | 3,612,914 | 79,185 | 5,140,342 |
ROBERT P. O’MEARA (Approved)
| For | Against | Abstain | Broker Non-Votes |
| 59,711,900 | 3,313,323 | 81,208 | 5,140,342 |
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, 2012.
| For | Against | Abstain | Broker Non-Votes |
| 67,005,302 | 1,130,381 | 111,090 | |
Proposal 3 (Approved) - Advisory (non-binding) vote regarding executive compensation.
| For | Against | Abstain | Broker Non-Votes |
| 53,584,792 | 9,257,020 | 264,619 | 5,140,342 |
Proposal 4 (Approved) - Advisory (non-binding) vote regarding the frequency of the stockholder advisory vote on executive compensation.
| 1 year | 2 years | 3 years | Abstain |
| 55,655,250 | 325,598 | 6,986,365 | 139,218 |
| 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 22, 2012 | /s/ CYNTHIA A. LANCE |
| | By: Cynthia A. Lance Executive Vice President and Corporate Secretary |
