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MBFI > SEC Filings for MBFI > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for MB FINANCIAL INC /MD

Form 8-K for MB FINANCIAL INC /MD


30-May-2014

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


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

As noted under Item 5.07 of this Current Report on Form 8-K, at the 2014 Annual Meeting of Stockholders (the "2014 Annual Meeting") of MB Financial, Inc. (the "Company") held on May 28, 2014, the Company's stockholders approved the Company's Third Amended and Restated Omnibus Incentive Plan (the "Third Amended and Restated Plan"). A description of the Third Amended and Restated Plan is contained in the Company's definitive proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 11, 2014 under the heading "Proposal III. Approval of the MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan" and is incorporated herein by reference, and a copy of the Third Amended and Restated Plan is attached to that proxy statement as Appendix A and also is incorporated herein by reference.



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

As noted above, on May 28, 2014, the Company held its 2014 Annual Meeting. The results of the vote at the 2014 Annual Meeting are as follows:

1) Election of Directors (each for a term of one year)

        Name            Votes For    Votes Against    Abstentions    Broker Non-Votes
David P. Bolger        41,759,835        4,263,578        371,569                   -
Mitchell Feiger        45,719,664          667,638          7,680                   -
Charles J. Gries       45,481,628          905,031          8,323                   -
James N. Hallene       45,754,672          629,669         10,641                   -
Thomas H. Harvey       43,776,635        2,607,619         10,728                   -
Richard J. Holmstrom   45,239,757        1,143,587         11,638                   -
Karen J. May           46,273,779          109,742         11,461                   -
Ronald D. Santo        46,035,101          347,509         12,372                   -
Renee Togher           45,616,202          763,986         14,794                   -

Directors are elected by a majority of the votes cast with respect to each director. Accordingly, each of the nominees named above was elected.

2) Advisory (Non-Binding) Vote on Executive Compensation Votes For Votes Against Abstentions Broker Non-Votes 43,132,006 3,197,321 65,655 -

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

3) Approval of the MB Financial, Inc. Third Amended and Restated Omnibus

Incentive Plan
     Votes For    Votes Against    Abstentions    Broker Non-Votes
    43,795,732        2,270,636        328,614                   -

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit is filed herewith:

Exhibit No. Description of Exhibit
10.1        MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan
            (attached as Appendix A to the Company's definitive proxy statement
            for the 2014 Annual Meeting filed with the SEC on April 11, 2014 and
            incorporated herein by reference)


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