FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) 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.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 26, 2007, the stockholders of First Mid-Illinois Bancshares,
Inc. (the Company) approved the First Mid-Illinois Bancshares, Inc.
2017 Stock Incentive Plan (the Plan), which had been previously
approved by the Board of Directors on February 28, 2017. The Plan
provides for discretionary awards of stock options, stock awards,
stock units and stock appreciation rights (SARs) to selected
employees, non-employee directors and consultants of the Company
and its subsidiaries.
Inc. (the Company) approved the First Mid-Illinois Bancshares, Inc.
2017 Stock Incentive Plan (the Plan), which had been previously
approved by the Board of Directors on February 28, 2017. The Plan
provides for discretionary awards of stock options, stock awards,
stock units and stock appreciation rights (SARs) to selected
employees, non-employee directors and consultants of the Company
and its subsidiaries.
The Plan is administered by a committee consisting of the Board of
Directors, or if the Board so delegates, a sub-committee of the
Board which is comprised of directors who satisfy the non-employee
director definition under Rule 16b-3 of the Securities Exchange Act
of 1934 and the outside director definition under section 162(m) of
the Internal Revenue Code (the Committee). The Committee has full
authority to select the individuals who will receive awards under
the Plan, determine the form and amount of each of the awards to be
granted, and establish the terms and conditions of awards. The
Committee may delegate to the Chief Executive Officer of the
Company its authority to grant awards to employees who are not
subject to Section 16 of the Securities Exchange Act of 1934 or who
are not covered employees as defined in Section 162(m) of the Code.
Directors, or if the Board so delegates, a sub-committee of the
Board which is comprised of directors who satisfy the non-employee
director definition under Rule 16b-3 of the Securities Exchange Act
of 1934 and the outside director definition under section 162(m) of
the Internal Revenue Code (the Committee). The Committee has full
authority to select the individuals who will receive awards under
the Plan, determine the form and amount of each of the awards to be
granted, and establish the terms and conditions of awards. The
Committee may delegate to the Chief Executive Officer of the
Company its authority to grant awards to employees who are not
subject to Section 16 of the Securities Exchange Act of 1934 or who
are not covered employees as defined in Section 162(m) of the Code.
The number of shares that may be issued under the Plan is 149,983.
Of these 149,983 shares, (i) the maximum number of shares issuable
as stock options or SARs to any employee in any calendar year is
50,000, (ii) the maximum number of shares that may be issued as
settlement for stock awards or stock unit awards intended to
qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code that may be granted to any participant in
any calendar year is 50,000, and (iii) the maximum number of shares
issuable as incentive stock options is 149,983. Shares that are
forfeited or cancelled are again available for issuance under the
Plan, and shares turned in to pay the option exercise price or tax
withholding are not again available for issuance under the Plan.
Of these 149,983 shares, (i) the maximum number of shares issuable
as stock options or SARs to any employee in any calendar year is
50,000, (ii) the maximum number of shares that may be issued as
settlement for stock awards or stock unit awards intended to
qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code that may be granted to any participant in
any calendar year is 50,000, and (iii) the maximum number of shares
issuable as incentive stock options is 149,983. Shares that are
forfeited or cancelled are again available for issuance under the
Plan, and shares turned in to pay the option exercise price or tax
withholding are not again available for issuance under the Plan.
Each award under the Plan will be evidenced by a written agreement
specifying the terms and conditions of the award as determined by
the Committee in its sole discretion. Notwithstanding any other
provision of the Plan or any award agreement, in the event of a
change in control of the Company, the Plan gives the Committee the
discretion to determine how Plan awards are treated, and the
Committee has sole discretion to provide for the purchase of any
outstanding stock option, and the mandatory exercise of any
outstanding SAR, for cash equal to the difference between the
exercise price and the then fair market value of the common stock
subject to the option or SAR, make such adjustment to any award
then outstanding as the Committee deems appropriate to reflect such
change in control, and cause any such award then outstanding to be
assumed by the acquiring or surviving corporation after such change
in control. If any award is so assumed, the vesting provisions will
continue, provided that the Committee may provide for accelerated
vesting upon a termination of employment following the change in
control.
specifying the terms and conditions of the award as determined by
the Committee in its sole discretion. Notwithstanding any other
provision of the Plan or any award agreement, in the event of a
change in control of the Company, the Plan gives the Committee the
discretion to determine how Plan awards are treated, and the
Committee has sole discretion to provide for the purchase of any
outstanding stock option, and the mandatory exercise of any
outstanding SAR, for cash equal to the difference between the
exercise price and the then fair market value of the common stock
subject to the option or SAR, make such adjustment to any award
then outstanding as the Committee deems appropriate to reflect such
change in control, and cause any such award then outstanding to be
assumed by the acquiring or surviving corporation after such change
in control. If any award is so assumed, the vesting provisions will
continue, provided that the Committee may provide for accelerated
vesting upon a termination of employment following the change in
control.
The Plan has a ten year term, and no awards can be granted under
the Plan on or after February 28, 2022.
the Plan on or after February 28, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of First Mid-Illinois
Bancshares, Inc. (the “Company”) was held on April 26, 2017. At
the Annual Meeting, there were present in person and by proxy
holders of 8,647,970 shares of Common Stock of the Company,
representing approximately 69% of the total votes eligible to be
cast, constituting a majority and more than a quorum of the
outstanding shares entitled to vote.
Bancshares, Inc. (the “Company”) was held on April 26, 2017. At
the Annual Meeting, there were present in person and by proxy
holders of 8,647,970 shares of Common Stock of the Company,
representing approximately 69% of the total votes eligible to be
cast, constituting a majority and more than a quorum of the
outstanding shares entitled to vote.
The matters considered and voted on by the Company’s stockholders
at the Annual Meeting and the vote of the stockholders was as
follows:
at the Annual Meeting and the vote of the stockholders was as
follows:
Proposal 1: Election of Directors. Three directors were elected at
the Annual Meeting, each for a three year term. The results of
voting at the Annual Meeting were as follows:
the Annual Meeting, each for a three year term. The results of
voting at the Annual Meeting were as follows:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Steven L. Grissom
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8,606,131
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41,839
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Gary W. Melvin
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8,571,459
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76,511
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Mary J. Westerhold
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8,573,335
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74,635
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Proposal 2: Advisory Vote on Executive Compensation. With respect
to the advisory vote to approve the compensation of the Company’s
named executive officers described in the Company’s proxy
statement, the number of votes cast for and against, as well as the
number of broker non-votes and abstentions, were as follows:
to the advisory vote to approve the compensation of the Company’s
named executive officers described in the Company’s proxy
statement, the number of votes cast for and against, as well as the
number of broker non-votes and abstentions, were as follows:
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Votes For
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Votes Against
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Broker Non-Votes
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Abstentions
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8,339,298
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102,203
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206,469
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Proposal 3: Advisory Vote on the Frequency of the Executive
Compensation Vote. With respect to the advisory vote as to whether
the stockholder vote to approve named executive officer
compensation should occur yearly, every two years or every three
years, the number votes cast for the “Yearly,” “Every Two
Years” and “Every Three Years” frequencies, as well as the
number of broker non-votes and abstentions, were as follows:
Compensation Vote. With respect to the advisory vote as to whether
the stockholder vote to approve named executive officer
compensation should occur yearly, every two years or every three
years, the number votes cast for the “Yearly,” “Every Two
Years” and “Every Three Years” frequencies, as well as the
number of broker non-votes and abstentions, were as follows:
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Yearly
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Every Two Years
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Every Three Years
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Broker Non-Votes
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Abstentions
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1,816,379
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99,749
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6,653,616
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78,226
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The Company will hold another advisory vote on the compensation of
it named executive officers in three years in accordance with the
frequency receiving the most votes.
it named executive officers in three years in accordance with the
frequency receiving the most votes.
Proposal 4: Approval of the First Mid-Illinois Bancshares, Inc.
2017 Stock Incentive Plan. With respect to approve the adoption of
the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan,
the number of votes cast for and against, as well as the number of
broker non-votes and abstentions, were as follows:
2017 Stock Incentive Plan. With respect to approve the adoption of
the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan,
the number of votes cast for and against, as well as the number of
broker non-votes and abstentions, were as follows:
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Votes For
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Votes Against
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Broker Non-Votes
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Abstentions
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8,060,402
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503,542
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84,026
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 2017 Stock Incentive Plan
About FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH)
First Mid-Illinois Bancshares, Inc. is a financial holding company. The Company is engaged in the business of banking through its subsidiary, First Mid-Illinois Bank & Trust, N.A. (First Mid Bank). It provides data processing services to affiliates through its subsidiary, Mid-Illinois Data Services, Inc. It offers insurance products and services to customers through its subsidiary, The Checkley Agency, Inc., doing business as, First Mid Insurance Group (First Mid Insurance). It operates in over three primary lines of business: community banking and wealth management through First Mid Bank, and insurance brokerage through First Mid Insurance. Within the community banking line, it serves commercial, retail and agricultural customers with an array of deposit and loan related products. The wealth management line provides estate planning, investment and farm management services. The insurance brokerage line provides commercial lines insurance to businesses, homeowner, health and life. FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) Recent Trading Information
FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) closed its last trading session down -0.61 at 32.61 with 12,980 shares trading hands.
