On May17, 2017, at the 2017 Annual Meeting of Stockholders of First Midwest Bancorp, Inc. (the "Company"), the stockholders of the Company approved and adopted amendments to the Company's certificate of incorporation to (1)declassify the Board of Directors, including corresponding changes, consistent with Delaware law, to allow stockholders to remove directors with or without cause, and (2)increase the authorized common stock of the Company from 150,000,000 to 250,000,000 shares. The amendments are described more fully in the Companys proxy statement filed with the Securities and Exchange Commission on April11, 2017 (the "2017 Proxy Statement"). On May19, 2017, the Company filed a certificate of amendment of its certificate of incorporation with the Secretary of State of the State of Delaware reflecting these amendments. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, which is filed as Exhibit3.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
The Company held its 2017 Annual Meeting of Stockholders on May17, 2017. At the annual meeting, the Company's stockholders considered five matters, each of which is described more fully in the Company's 2017 Proxy Statement. A total of 91,486,418 shares of the Company's common stock were represented in person or by proxy at the annual meeting, which represented approximately 89% of the Companys total outstanding shares of common stock entitled to vote at the annual meeting.
The vote results on the matters presented at the annual meeting are set forth below.
Item 1 - Election of Directors.
All of the nominees for election to the Company's Board of Directors were elected upon the following votes:
Thomas L. Brown
Phupinder S. Gill
Kathryn J. Hayley
Frank B. Modruson
Ellen A. Rudnick
Michael J. Small
Stephen C. Van Arsdell
As a result of the approval and adoption of the amendment to the Company's certificate of incorporation to declassify the Board of Directors (Item 2, below), each nominee was elected to serve a one-year term expiring at the Company's 2018 annual meeting of stockholders.
Additionally, as previously announced, JohnF. Chlebowski, Jr. decided to retire from the Company's Board of Directors upon the conclusion of his term at the 2017 annual meeting and, accordingly, did not stand for re-election. In connection with Mr.Chlebowski's retirement, the Company's Board of Directors reduced the size of the Board to fifteen directors effective at the annual meeting.
Item 2 - Amendment to the Companys Certificate of Incorporation to Declassify the Board of Directors
. The amendment to the Companys certificate of incorporation to declassify the Board of Directors was approved and adopted upon the following votes:
Item 3 - Amendment to the Companys Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
. The amendment to the Companys certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 250,000,000 was approved and adopted upon the following votes:
Item 4 - Advisory Resolution Regarding the Compensation Paid to the Companys Named Executive Officers
. An advisory (non-binding) resolution regarding the compensation paid by the Company to its named executive officers in 2016 was approved upon the following votes:
Item 5 - Ratification of the Appointment of the Companys Independent Registered Public Accounting Firm
. The appointment of Ernst& YoungLLP as the Companys independent registered public accounting firm for the year ending December31, 2017 was ratified on an advisory (non-binding) basis upon the following votes:
On May17, 2017, the Board of Directors of the Company formally established an Enterprise Risk Committee of the Board. ThomasL. Brown, PhupinderS. Gill, PatrickJ. McDonnell, FrankB. Modruson, MichaelJ. Small and J.Stephen Vanderwoude, each of whom is an independent director, were appointed to serve as the initial members of the committee, effective immediately.
Item 9.01Financial Statements and Exhibits
Certificate of Amendment of Restated Certificate of Incorporation of the Company.
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.
FIRST MIDWEST BANCORP, INC.
May 23, 2017
/s/ NICHOLAS J. CHULOS
Nicholas J. Chulos
Executive Vice President, Corporate Secretary, and General Counsel
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