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 15, 2011
Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)
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Michigan |
000-08185 |
38-2022454 |
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333 E. Main Street |
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Registrant's telephone number, including area code: (989) 839-5350
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))
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Corporation's annual meeting of shareholders was held on April 18, 2011. At that meeting, the shareholders voted on five proposals and cast their votes as described below.
Proposal 1
All directors of the Corporation stood for election at the meeting. All nominees for director were elected by the following votes:
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Election of Directors |
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Votes Cast |
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Broker |
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For |
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Withheld |
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Non-Votes |
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Gary E. Anderson |
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18,252,183 |
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382,850 |
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3,842,362 |
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J. Daniel Bernson |
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18,247,546 |
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387,486 |
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3,842,362 |
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Nancy Bowman |
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18,202,163 |
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432,848 |
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3,842,362 |
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James A. Currie |
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18,190,032 |
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445,000 |
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3,842,362 |
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James R. Fitterling |
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18,022,778 |
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612,255 |
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3,842,362 |
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Thomas T. Huff |
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18,198,157 |
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436,875 |
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3,842,362 |
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Michael T. Laethem |
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18,466,246 |
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168,786 |
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3,842,362 |
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James B. Meyer |
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18,395,591 |
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239,441 |
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3,842,362 |
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Terence F. Moore |
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18,246,558 |
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388,475 |
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3,842,362 |
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Aloysius J. Oliver |
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14,050,585 |
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4,584,448 |
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3,842,362 |
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David B. Ramaker |
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18,230,234 |
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404,798 |
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3,842,362 |
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Grace O. Shearer |
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18,164,635 |
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470,397 |
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3,842,362 |
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Larry D. Stauffer |
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18,271,659 |
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363,373 |
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3,842,362 |
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William S. Stavropoulos |
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18,226,748 |
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408,284 |
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3,842,362 |
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Franklin C. Wheatlake |
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18,249,039 |
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385,993 |
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3,842,362 |
Proposal 2
Proposal 2 was a proposal to amend the restated articles of incorporation to increase the number of authorized shares of common stock from 30,000,000 to 45,000,000, as described in the proxy statement. This proposal was approved.
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Votes Cast |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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20,670,238 |
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1,423,984 |
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383,171 |
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0 |
Proposal 3
Proposal 3 was a proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2011, as described in the proxy statement. This proposal was approved.
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Votes Cast |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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22,144,452 |
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214,977 |
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117,965 |
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0 |
Proposal 4
Proposal 4 was a proposal to hold an advisory vote on executive compensation, as described in the proxy statement. This proposal was approved.
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Votes Cast |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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14,407,913 |
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3,811,108 |
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416,011 |
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3,842,362 |
Proposal 5
Proposal 5 was a proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy statement. "1 year" was approved.
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Votes Cast |
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1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Broker Non-Votes |
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9,336,304 |
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1,071,122 |
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7,786,301 |
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441,076 |
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3,842,362 |
The vote is advisory and not binding on the Corporation and its Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of the advisory vote on executive compensation.
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Item 7.01 |
Regulation FD Disclosure. |
On April 20, 2011, the Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. In the press release, the Corporation announced the appointment of Terence F. Moore as lead independent director and William C. Collins as Executive Vice President, General Counsel and Corporate Secretary. The information disclosed under this Item 7.01 and the Exhibit are furnished to, and not filed with, the Commission.
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Item 8.01 |
Other Events. |
On April 15, 2011, the Board of Directors appointed Terence F. Moore as lead independent director. Mr. Moore's appointment follows Gary E. Anderson's service as lead independent director. Mr. Anderson will remain a director of the Corporation.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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99.1 |
Press Release dated April 20, 2011. This Exhibit is furnished to, and not filed with, the Commission. |
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.
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Dated: |
April 20, 2011 |
CHEMICAL FINANCIAL CORPORATION |
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/s/ Lori A. Gwizdala |
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Lori A. Gwizdala |
EXHIBIT INDEX
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Exhibit Number |
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Document |
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99.1 |
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Press Release dated April 20, 2011. This Exhibit is furnished to, and not filed with, the Commission. |