MBT FINANCIAL CORP. (NASDAQ:MBTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 3, 2018, the shareholders approved the MBT Financial Corp. 2018 Stock Incentive Plan (the “2018 Plan”).
The 2018 Plan replaces the MBT Financial Corp. 2008 Stock Incentive Plan (the “Prior Plan”), which expired on May 1, 2018. All awards outstanding under the Prior Plan will remain in effect in accordance with their respective terms.
A total of 1,500,000 shares of common stock may be issued to the grant of awards under the 2018 Plan using treasury shares or authorized but unissued shares. The 2018 Plan will terminate on May 3, 2028, unless earlier terminated in accordance with the terms of the 2018 Plan.
The 2018 Plan provides for the award of nonqualified stock options, incentive stock options, stock appreciation rights, restricted common shares, other stock-based awards, and performance-based awards to directors and employees, including officers, of the Company. The selection of employees for awards and the timing, terms and conditions of such awards are subject to the discretion of the Compensation Committee of the Company.
The 2018 Plan may be amended, altered, or discontinued by the Board of Directors of the Company, without shareholder approval, unless the amendment materially and adversely affects the rights of a participant under an award granted prior to such action without the participant’s written consent, or in the event that approval of the Company’s shareholders is required by applicable laws, regulations, or exchange requirements.
A description of the material terms of the 2018 Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March19, 2018.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
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(a) |
The Annual Meeting of Shareholders of the Company was held on May 3, 2018. |
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(b) |
There were 22,968,821 shares eligible to vote, and 20,209,874 shares, or 88.0% of the outstanding shares, were present in person or by proxy at the meeting. The following proposals were submitted by the Board of Directors to a vote of the shareholders: |
Proposal 1. Election of Directors. The following individuals were elected to serve as directors until the 2019 Annual Meeting of Shareholders:
|
Director |
Votes "FOR" |
Votes |
Broker Non-Votes |
|
Kristine L. Barann |
14,734,097 | 740,896 | 4,734,881 |
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Peter H. Carlton |
15,203,669 | 271,324 | 4,734,881 |
|
H. Douglas Chaffin |
15,281,534 | 193,459 | 4,734,881 |
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Joseph S. Daly |
12,645,158 | 2,829,835 | 4,734,881 |
|
James F. Deutsch |
15,277,231 | 197,762 | 4,734,881 |
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Michael J. Miller |
15,196,581 | 278,412 | 4,734,881 |
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Tony Scavuzzo |
10,111,033 | 5,363,960 | 4,734,881 |
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Debra J. Shah |
15,194,737 | 280,256 | 4,734,881 |
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John L. Skibski |
14,814,216 | 660,777 | 4,734,881 |
|
Joseph S. Vig |
14,734,255 | 740,738 | 4,734,881 |
Proposal . Approval of the MBT Financial Corp. 2018 Stock Incentive Plan. This proposal received the following votes:
|
Proposal 2 |
For |
Against |
Abstain |
Broker Non-Votes |
| 14,240,327 | 696,786 | 537,880 | 4,734,881 |
Based on the votes set forth above, the proposal received the required majority of the votes cast and therefore was approved.
Proposal . Ratification of the appointment of Plante & Moran, PLLC as the independent auditors of the Corporation for the 2018 fiscal year. This proposal received the following votes:
|
Proposal 3 |
For |
Against |
Abstain |
| 20,094,129 | 96,722 | 19,023 |
Based on the votes set forth above, the proposal received the required majority of the votes cast and therefore was approved.
Proposal . Advisory vote to approve executive compensation. This proposal received the following votes:
|
Proposal 4 |
For |
Against |
Abstain |
Broker Non-Votes |
| 12,715,292 | 2,238,828 | 520,873 | 4,734,881 |
Based on the votes set forth above, the shareholders advise the board that they approve of the executive compensation.
Item 9.01.Financial Statements and Exhibits.
MBT FINANCIAL CORP ExhibitEX-10 2 ex_113518.htm EXHIBIT 10 ex_113518.htm Exhibit 10 MBT FINANCIAL CORP. 2018 STOCK INCENTIVE PLAN ARTICLE 1 General Purpose of Plan; Definitions 1.1 Name and Purposes. The name of this Plan is the MBT Financial Corp. 2018 Stock Incentive Plan. The purpose of this Plan is to enable MBT Financial Corp. and its Affiliates to: (i) provide long-term incentive compensation opportunities competitive with those made available by other companies in order to attract and retain skilled and qualified directors,…To view the full exhibit click here
About MBT FINANCIAL CORP. (NASDAQ:MBTF)
MBT Financial Corp. is a bank holding company for Monroe Bank & Trust (the Bank). Monroe Bank & Trust provides customary retail and commercial banking and trust services to its customers, including checking and savings accounts, time deposits, safe deposit facilities, commercial loans, personal loans, real estate mortgage loans, installment loans, individual retirement accounts (IRAs), automated teller machine (ATM) and night depository facilities, treasury management services, telephone and Internet banking, personal trust, employee benefit and investment management services. The Bank offers various types of deposits, which include savings accounts, interest-bearing corporate demand deposit accounts (DDA) and negotiable order of withdrawal (NOW) accounts, money market deposits and certificates of deposits (CDs). Monroe Bank & Trust’s service areas are consists of Monroe, Wayne and Lenawee counties in Southern Michigan. The Bank operates approximately 20 branches.
