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FMBI > SEC Filings for FMBI > Form 8-K on 27-May-2014All Recent SEC Filings

Show all filings for FIRST MIDWEST BANCORP INC

Form 8-K for FIRST MIDWEST BANCORP INC


27-May-2014

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, to accomplish the balancing of the classes of the Board of Directors of First Midwest Bancorp, Inc. (the "Company") to provide for equal apportionment among the three director classes so that each class is comprised of four directors, Mr. Patrick J. McDonnell, who was a member of the class whose term would have expired in 2016, resigned from the Board of Directors immediately following the Company's annual meeting of stockholders held on May 21, 2014 (the "Annual Meeting"), and the Board immediately elected and appointed Mr. McDonnell to the class of directors whose term expires in 2015. In addition, the Board of Directors reappointed Mr. McDonnell as a member of the Advisory Committee, the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors, including reappointing Mr. McDonnell as the Chair of the Audit Committee.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 21, 2014. A total of 68,386,250 shares of common stock of the Company were represented in person or by proxy at the Annual Meeting, which represented approximately 91% of the Company's 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:

Nominee                 Votes For  Votes Against Abstentions Broker Non-Votes
John F. Chlebowski, Jr. 57,573,044   6,254,599      60,125      4,498,482
Phupinder S. Gill       62,113,291   1,532,670     241,807      4,498,482
Peter J. Henseler       62,294,189   1,533,697      59,882      4,498,482
Ellen A. Rudnick        62,272,592   1,556,903      58,273      4,498,482
Michael J. Small        62,264,883   1,564,645      58,240      4,498,482

Item 2 - Amendment to the Company's Restated Certificate of Incorporation. The
amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000 was approved, upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 66,239,997 1,919,685 226,568 -0-

Item 3 - Advisory Vote on the Company's Executive Compensation. The compensation
paid by the Company to its named executive officers in 2013 was approved on an advisory basis, upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 59,517,560 4,073,754 296,454 4,498,482


Item 4 - Appointment of Independent Registered Public Accounting Firm. The
appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified (advisory vote), upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 67,169,979 1,120,474 95,797 -0-

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