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MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Submission of Matters to a Vote of Security Holders

MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On May3, 2017, MainSource Financial Group,Inc. (the Company) held
its annual meeting of shareholders. A total of 24,135,544 shares
of the Companys common stock were entitled to vote as of March6,
2017, the record date for the Annual Meeting. There were
20,314,762 shares present in person or by proxy at the Annual
Meeting, at which the shareholders were asked to vote on three
proposals. Set forth below are the matters acted upon by the
shareholders at the Annual Meeting, and the final voting results
of each proposal.

Proposal No.1 – Election of Directors

The shareholders elected nine directors to serve a one-year term
until the next annual meeting of shareholders and until their
respective successors are elected and qualified. The results of
the vote were as follows:

For

Withheld

Broker Non-Votes

Kathleen L. Bardwell

16,316,817

221,136

3,776,809

William G. Barron

16,158,432

379,521

3,776,809

Vince A. Berta

16,315,457

222,496

3,776,809

Archie M. Brown,Jr.

16,259,162

278,791

3,776,809

D.J. Hines

16,262,104

275,849

3,776,809

Erin P. Hoeflinger

16,302,282

235,671

3,776,809

Thomas M. OBrien

15,729,162

808,791

3,776,809

Lawrence R. Rueff, DVM

16,330,694

207,259

3,776,809

John G. Seale

16,330,658

207,295

3,776,809

Proposal No.2 Advisory Vote on the Companys Executive
Compensation Policies and Procedures

The shareholders voted to approve the non-binding, advisory
proposal on the compensation of the Companys executive officers.
The results of the vote were as follows:

For

Against

Abstain

15,854,550

580,783

3,879,429

Proposal No.3 Ratification of the Selection of
Independent Registered Public Accounting Firm for Fiscal Year
2017

The shareholders voted to ratify the selection of Crowe Horwath
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December31, 2017. The results of the
vote were as follows:

For

Against

Abstain

19,930,061

320,984

63,717

Item 8.01 Other Events.

On May4, 2017, the Company announced that its Board of
Directors had declared a quarterly dividend of $.17 per share
payable on June15, 2017 to common shareholders of record as of
June5, 2017. The press release is attached to this report as
Exhibit99.1.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

99.1 Press Release of MainSource Financial Group,Inc. dated
May4, 2017.

About MainSource Financial Group, Inc. (NASDAQ:MSFG)
MainSource Financial Group, Inc. is a bank holding company. The Company operates a banking subsidiary, MainSource Bank (the Bank), an Indiana state-chartered bank. Through the Bank, the Company offers a range of financial services, including accepting time and transaction deposits; making consumer, commercial, agribusiness and real estate mortgage loans; renting safe deposit facilities; providing personal and corporate trust services, and providing other corporate services, such as letters of credit and repurchase agreements. The Bank offers various loans, such as commercial loans, commercial real estate loans, residential loans and consumer loans. Commercial loans include secured and unsecured loans, including real estate loans, to individuals and companies and to governmental units within the market area of the Bank. It offers various deposits, which include demand, interest bearing demand, savings/money markets and certificates of deposit. MainSource Financial Group, Inc. (NASDAQ:MSFG) Recent Trading Information
MainSource Financial Group, Inc. (NASDAQ:MSFG) closed its last trading session 00.00 at 34.15 with 87,234 shares trading hands.

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