Mercantile Bank Corporation (NASDAQ:MBWM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Adoption of Bonus Plans
On May 25, 2017, the Boards of Directors of Mercantile Bank
Corporation (Mercantile), and of Mercantiles wholly-owned
subsidiary, Mercantile Bank of Michigan (the Bank), adopted an
executive officer bonus plan for 2017 (the Executive Officer
Plan).
The Executive Officer Plan provides for cash bonuses for: Michael
H. Price, the Executive Chairman of the Board of Mercantile and
the Bank; Robert B. Kaminski, Jr., the President and Chief
Executive Officer of Mercantile and the Chief Executive Officer
of the Bank; Charles E. Christmas, the Executive Vice President,
Chief Financial Officer and Treasurer of Mercantile, and the
Executive Vice President and Chief Financial Officer of the Bank;
Raymond E. Reitsma, the President of the Bank; and Robert T.
Worthington, the Chief Operating Officer, Senior Vice President,
General Counsel and Secretary of Mercantile and the Bank.
The maximum amount that can be allocated to the bonus pool is
$466,218 under the Executive Officer Plan, provided, however,
that the maximum amount will be appropriately adjusted if (a) a
newly hired employee becomes eligible to participate in the plan,
(b) a participant’s base salary is adjusted during the year, or
(c) a participant becomes ineligible before December 31, 2017.
Payment from the bonus pool under the plan, if any, is based on
the achievement of targets under the following metrics for 2017:
10%Net loan growth
10%Non-performing assets
10%Commercial loan portfolio composition
10%Net interest margin
10%Non-interest income
10�ficiency ratio
10%Core pre-tax income
10%Return on assets
10%Return on equity
10%Wholesale funds
The specific targets for each metric will be established by the
Compensation Committee of Mercantile’s Board of Directors.
Each individual target must be met or exceeded in order for the
percentage associated with that metric to be credited toward
payment from the bonus pool under the plan. The accumulated
percentage for each individual target attained will be applied to
the bonus pool amount to determine the total amount of the bonus
pool to be awarded (the “Award Amount”). For example, if the
first five factors are attained and the next five factors are not
attained, and if the maximum amount is allocated to the bonus
pool under the Executive Officer Plan, the Award Amount would be
$466,218 x 50% = $233,109.
The Award Amount will be paid to each participant pro rata based
on a uniform percentage of the participant’s 2017 salary (not to
exceed 30% of each executive officer’s 2017 salary under the
plan.) Any bonus awards that are earned under the plan will be
paid to the executive officers on or before March 15, 2018.
Payments under the plan are subject to specified conditions,
qualifications, and clawback provisions. The plan, to the
extent provided for in the plan, may be amended by the
Compensation Committee of Mercantile’s Board of Directors.
A copy of the Executive Officer Plan is attached as Exhibit
10.1.
Item 5.07Submission of Matters to a
Vote of Security Holders.
An annual meeting of our shareholders was held on May 25, 2017.
At the meeting, our shareholders voted on each of the following
three matters:
|
|
election of eight directors, each for a one-year term; |
|
|
ratification of the appointment of BDO USA, LLP as our |
|
|
an advisory vote to approve the compensation of our |
The final vote results for each of these three matters is set
forth below.
The votes cast on the election of directors were as follows:
|
Nominee |
Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes |
|
David M. Cassard |
9,530,983 |
243,017 |
|
3,677,928 |
|
Edward J. Clark |
9,527,610 |
246,390 |
|
3,677,928 |
|
Michelle L. Eldridge |
9,547,161 |
226,839 |
|
3,677,928 |
|
Jeff A. Gardner |
9,547,848 |
226,152 |
|
3,677,928 |
|
Edward B. Grant |
9,540,658 |
233,342 |
|
3,677,928 |
|
Robert B. Kaminski, Jr. |
9,490,723 |
283,277 |
|
3,677,928 |
|
Michael H. Price |
9,197,379 |
576,621 |
|
3,677,928 |
|
Thomas R. Sullivan |
8,674,186 |
1,099,814 |
|
3,677,928 |
The votes cast on the ratification of the appointment of BDO
USA, LLP as our independent registered public accounting firm
for 2017 were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
13,376,260 |
68,487 |
7,181 |
|
The votes cast on the advisory vote to approve the compensation
of our executives disclosed in our proxy statement for the
annual meeting were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-votes |
|
9,510,217 |
187,836 |
75,946 |
3,677,928 |
Item 9.01Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit NumberDescription
10.1 2017 Mercantile Executive Officer Bonus Plan
About Mercantile Bank Corporation (NASDAQ:MBWM)
Mercantile Bank Corporation is a bank holding company. The Company owns the Mercantile Bank of Michigan (the Bank). The Bank is a state banking company. The bank, through its approximately 50 office locations, provides commercial banking services primarily to small- to medium-sized businesses and retail banking services in and around the West and Central portions of Michigan. The Bank makes secured and unsecured commercial, construction, mortgage and consumer loans, and accepts checking, savings and time deposits. The Bank owns approximately 50 automated teller machines (ATM). Its bank also enables customers to conduct certain loan and deposit transactions by personal computer and through mobile applications. Courier service is provided to certain commercial customers, and safe deposit facilities are available at its office locations. Mercantile Insurance Center, Inc. (insurance company) is a subsidiary of the Bank, which offers insurance products. Mercantile Bank Corporation (NASDAQ:MBWM) Recent Trading Information
Mercantile Bank Corporation (NASDAQ:MBWM) closed its last trading session 00.00 at 31.00 with 36,337 shares trading hands.
