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 16, 2012
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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235 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. |
Chemical Financial Corporation (the "Corporation") held its annual meeting of shareholders on April 16, 2012. At that meeting, the shareholders voted on four proposals and cast their votes as described below.
Proposal 1
All of the directors of the Corporation are elected annually. 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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18,466,890 |
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155,372 |
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3,414,427 |
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J. Daniel Bernson |
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18,430,156 |
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192,106 |
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3,414,427 |
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Nancy Bowman |
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18,451,774 |
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170,489 |
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3,414,427 |
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James R. Fitterling |
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18,460,087 |
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162,175 |
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3,414,427 |
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Thomas T. Huff |
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18,362,015 |
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260,247 |
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3,414,427 |
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Michael T. Laethem |
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18,432,505 |
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189,757 |
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3,414,427 |
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James B. Meyer |
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18,344,860 |
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277,402 |
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3,414,427 |
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Terence F. Moore |
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18,424,075 |
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198,187 |
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3,414,427 |
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Aloysius J. Oliver |
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13,976,080 |
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4,646,182 |
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3,414,427 |
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David B. Ramaker |
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18,227,384 |
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394,878 |
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3,414,427 |
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Grace O. Shearer |
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18,382,580 |
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239,682 |
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3,414,427 |
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Larry D. Stauffer |
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18,459,771 |
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162,491 |
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3,414,427 |
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Franklin C. Wheatlake |
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18,491,845 |
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130,417 |
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3,414,427 |
Proposal 2
Proposal 2 was a proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2012, 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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21,864,521 |
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120,873 |
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51,295 |
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0 |
Proposal 3
Proposal 3 was an advisory vote to approve the Corporation's 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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17,463,523 |
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798,908 |
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359,831 |
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3,414,427 |
Proposal 4
Proposal 4 was a proposal to approve the Chemical Financial Corporation Stock Incentive Plan of 2012, as described in the proxy statement. The 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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17,149,500 |
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1,351,513 |
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121,249 |
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3,414,427 |
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 18, 2012 |
CHEMICAL FINANCIAL CORPORATION |
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/s/ Lori A. Gwizdala |
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Lori A. Gwizdala |