MB FINANCIAL, INC. (NASDAQ:MBFI) 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

MB Financial, Inc. (the “Company”), announced today that upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board of Directors will increase the number of directors of the Company from 12 to 13 and appoint Mark A. Hoppe to the newly created directorship in December 2017. Mr.Hoppe, age 63, is Co-Chairman, President and Chief Executive Officer of the Company’s bank subsidiary, MBFinancial Bank, N.A. (the “Bank”). Mr. Hoppe will join Mitchell Feiger, the President and Chief Executive Officer of the Company, as the only non-independent directors on the Board of Directors. A copy of the press release issued by the Company announcing the appointment of Mr. Hoppe as a director of the Company is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On October 30, 2017, the Company and the Bank entered into an amended employment agreement with Mr. Hoppe (the “Amended Employment Agreement”). The Amended Employment Agreement, which extends Mr.Hoppe’s employment with the Bank to December 31, 2022, amends and restates the employment agreement with Mr. Hoppe which became effective in August 2014 upon the closing of the Company’s acquisition of Taylor Capital Group, Inc. and merger of Cole Taylor Bank into the Bank. Mr. Hoppe served as President and Chief Executive Officer and as a director of Taylor Capital and Cole Taylor Bank from March 2010 until the merger in August 2014.

Under the Amended Employment Agreement, Mr. Hoppe will continue to serve in his current positions reporting to Mr. Feiger and the Bank’s board of directors and on the Bank’s strategic operating, management and loan committees. Effective January 1, 2018, Mr. Hoppe’s base salary will be $450,000 and his target annual incentive and target annual long-term incentive awards will be 75% and 80% of base salary, respectively. He will continue to participate in the Company’s and Bank’s compensation plans and programs, remains eligible to receive severance benefits under the Amended Employment Agreement in the event of a qualifying termination of employment, and is subject to confidentiality and restrictive covenants. No golden parachute excise tax or other tax gross-ups are provided under the Amended Employment Agreement.

Information relating to the Company’s compensation programs for its executive officers can be found in the proxy statement for the Company’s May 23, 2017 annual meeting of stockholders which was filed with the SEC on April 7, 2017.

The foregoing description of the Amended Employment Agreement is a summary and is qualified in its entirety by the complete terms of the agreement which the Company intends to file as an exhibit to its annual report on Form 10-K for the year ended December 31, 2017.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being filed herewith:

99.1 Press release dated October 31, 2017

MB FINANCIAL INC /MD Exhibit
EX-99.1 2 exhibit991pressrelease1031.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1     MB Financial,…
To view the full exhibit click here

About MB FINANCIAL, INC. (NASDAQ:MBFI)

MB Financial, Inc. is a financial holding company. The Company, through its bank subsidiary, MB Financial Bank, N.A., offers a range of financial services to small and middle market businesses, and individuals. The Company’s segments include banking, leasing and mortgage banking. Its banking segment includes lending and deposit gathering activities. It includes four primary lines of business: commercial banking, lease banking, retail banking and wealth management. Its leasing segment includes lease originations and related services offered through the Company’s leasing subsidiaries: LaSalle Systems Leasing, Inc., Celtic Leasing Corp. and MB Equipment Finance, LLC. Its mortgage banking segment originates residential mortgage loans for sale to investors through its retail and third-party origination channels, as well as residential mortgage loans held in its loan portfolio. The mortgage banking segment also services residential mortgage loans owned by investors and the Company.