Midland States Bancorp,Inc. (NASDAQ:MSBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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Midland States Bancorp,Inc. (NASDAQ:MSBI) 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 May8, 2018, Midland States Bancorp,Inc. (the “Company”) appointed R. Robert Funderburg,Jr. as a ClassIII director of the Company, which appointment was agreed to in connection with the Company’s acquisition of Alpine Bancorporation,Inc. (“Alpine”), which closed on February28, 2018.

The terms of the Company’s acquisition of Alpine provide that if Mr.Funderburg continues to beneficially own Company common stock with a market value of at least $10 million, then Mr.Funderburg will be re-nominated for election at the Company’s 2019 annual meeting of shareholders as a ClassIII director for a three-year term.

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

The 2018 annual meeting of shareholders (the “Annual Meeting”) of the Company was held on May7, 2018. There were a total of 23,613,658 shares of common stock outstanding as of the record date for the Annual Meeting, of which 18,358,229 were present in person or by proxy at the meeting, representing 77.7% of the outstanding shares eligible to vote.

Proposal 1:

A proposal to elect three nominees to serve as ClassII directors, each for a term expiring at the 2021 annual meeting of shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

NumberofShares

NumberofShares

Nominees

VotedFor

VotedAgainst

Abstentions

BrokerNon-Votes

Deborah A. Golden

13,558,349

1,831,594

58,333

Dwight A Miller

14,056,355

1,362,371

59,550

Robert F. Schultz

14,167,825

1,294,876

15,575

Proposal 2:

A proposal to approve an amendment to the articles of incorporation of the Company to increase the number of directors to no fewer than seven and no greater than thirteen was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

NumberofShares

NumberofShares

VotedFor

VotedAgainst

Abstentions

BrokerNon-Votes

Increase the Number of Directors

15,341,021

105,886

31,369

Proposal 3:

A proposal to ratify the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018 was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

Numberof Shares

Numberof Shares

VotedFor

VotedAgainst

Abstentions

BrokerNon-Votes

Ratification of Appointment of Crowe Horwath LLP

18,251,413

33,307

73,509


About Midland States Bancorp,Inc. (NASDAQ:MSBI)

Midland States Bancorp, Inc. is a diversified financial holding company. The Company’s banking subsidiary is Midland States Bank (the Bank). The Company’s principal business activity has been lending to and accepting deposits from individuals, businesses, municipalities and other entities. The Company’s segments include Banking, which provides a range of financial products and services to consumers and businesses, including loan products; commercial equipment leasing; mortgage loan sales and servicing; letters of credit; various types of deposit products, including checking, savings and time deposit accounts; merchant services, and corporate treasury management services; Commercial Federal Housing Administration (FHA) Origination and Servicing, which provides for the origination and servicing of government sponsored mortgages for multifamily and healthcare facilities, and Other, which includes the operating results of the Company and its wealth management business unit.