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Chemical Financial Corporation (NASDAQ:CHFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chemical Financial Corporation (NASDAQ:CHFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On April 26, 2017, at the Chemical annual meeting of shareholders,
the shareholders approved the Stock Incentive Plan of 2017, which
was previously adopted by the Board of Directors subject to
shareholder approval. A description of the terms and conditions of
the plan is included in Chemicals definitive proxy statement for
the 2017 annual meeting of shareholders, filed with the Commission
on March 10, 2017, which description is incorporated herein by
reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Chemical Financial Corporation (“Chemical”) held its annual
meeting of shareholders on Wednesday, April 26, 2017. At that
meeting, the shareholders voted on six proposals, as described in
Chemical’s Proxy Statement dated March 10, 2017, and cast their
votes as described below.
Proposal 1
All of the directors of Chemical are elected annually. All nominees
for director were elected by the following votes:
Votes Cast
Election of Directors
For
Withheld
Broker Non-Votes
Uncast
James R. Fitterling
56,606,000
520,449
6,977,959
Ronald A. Klein
55,360,310
1,766,139
6,977,959
Richard M. Lievense
53,190,331
3,936,118
6,977,959
Barbara J. Mahone
56,380,048
746,401
6,977,959
John E. Pelizzari
56,333,312
793,137
6,977,959
David T. Provost
52,868,948
4,257,501
6,977,959
David B. Ramaker
56,263,598
862,851
6,977,959
Larry D. Stauffer
56,575,554
550,895
6,977,959
Jeffery L. Tate
56,653,502
472,947
6,977,959
Gary Torgow
53,630,548
3,495,901
6,977,959
Arthur A. Weiss
56,476,535
649,914
6,977,959
Franklin C. Wheatlake
56,289,520
836,929
6,977,959
Proposal 2
Proposal 2 was a proposal to amend our Restated Articles of
Incorporation to increase the number of authorized shares of our
common stock from 100,000,000 shares to 135,000,000 shares. This
proposal was approved.
Votes Cast
For
Against
Abstain
Broker Non-Votes
62,735,230
1,247,295
121,883
Proposal 3
Proposal 3 was a proposal to approve the Stock Incentive Plan of
2017. This proposal was approved.
Votes Cast
For
Against
Abstain
Broker Non-Votes
53,927,612
2,982,433
216,404
6,977,959
Proposal 4
Proposal 4 was a proposal to ratify the appointment of KPMG LLP as
Chemical’s independent registered public accounting firm for the
year ending December 31, 2017. This proposal was approved.
Votes Cast
For
Against
Abstain
Broker Non-Votes
63,240,890
704,657
158,861
Proposal 5
Proposal 5 was a non-binding advisory proposal to approve
Chemical’s executive compensation. This proposal was approved.
Votes Cast
For
Against
Abstain
Broker Non-Votes
54,886,968
1,711,128
528,353
6,977,959
Proposal 6
Proposal 6 was a non-binding advisory proposal to vote on the
frequency of the advisory approval of executive compensation. “One
year” was approved.
Votes Cast
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
Uncast
46,019,372
385,478
10,400,980
318,781
6,977,959
1,838
In light of the outcome of the vote, the Board of Directors has
determined to include a non-binding advisory proposal to approve
Chemical’s executive compensation in its proxy materials on an
annual basis until the next required vote on the frequency of the
advisory approval of executive compensation.

About Chemical Financial Corporation (NASDAQ:CHFC)
Chemical Financial Corporation is a financial holding company. The Company operates in the commercial banking segment. The Company, through its subsidiary bank, Chemical Bank, offers banking and fiduciary products and services. Its products and services include business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, access to insurance and investment products, corporate and personal wealth management services, and other banking services. It operates through an organizational structure of over four regional banking units. The Chemical Bank serves the markets through over 185 banking offices located in over 50 counties across Michigan’s Lower Peninsula. In addition to its banking offices, Chemical Bank operates over three loan production offices and over 200 automated teller machines. Chemical Financial Corporation (NASDAQ:CHFC) Recent Trading Information
Chemical Financial Corporation (NASDAQ:CHFC) closed its last trading session up +0.26 at 48.23 with 342,186 shares trading hands.

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