MidWestOneFinancial Group, Inc. (NASDAQ:MOFG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MidWestOneFinancial Group, Inc. (NASDAQ:MOFG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan
At the 2017 Annual Meeting of Shareholders (the Annual Meeting) of
MidWestOne>Financial Group, Inc. (the Company) held on April 20,
2017, the Companys shareholders approved the
MidWestOne>Financial Group, Inc. 2017 Equity Incentive Plan (the
2017 EIP). The 2017 EIP was adopted by the Companys Board of
Directors on January 25, 2017, subject to shareholder approval at
the Annual Meeting, to promote the Companys long term financial
success, to attract, retain and reward persons who can contribute
to the Companys success, and to further align the participants
interest with those of the Companys shareholders. The 2017 EIP will
be administered by the Compensation Committee of the Board of
Directors, which will select award recipients from the eligible
participants, determine the types of awards to be granted, and
determine the applicable terms, conditions, performance criteria,
restrictions and other provisions of such awards, including any
vesting or accelerated vesting requirements or conditions
applicable to an award or awards. The types of awards which may be
granted under the 2017 EIP include incentive and nonqualified stock
options, stock appreciation rights, stock awards, restricted stock
units, restricted stock and cash incentive awards.
The 2017 EIP incorporates a broad variety of cash-based and
equity-based incentive compensation elements to provide the
Compensation Committee with significant flexibility to
appropriately address the requirements and limitations of recently
applicable legal, regulatory and financial accounting standards in
a manner mutually consistent with the purposes of the 2017 EIP and
shareholder interests.
Subject to permitted adjustments for certain corporate
transactions, the maximum number of shares that may be delivered to
participants, or their beneficiaries, under the 2017 EIP is 500,000
shares of the Companys common stock.
The foregoing description of the 2017 EIP is qualified in its
entirety by the text of the 2017 EIP, which is filed as Appendix A
to the Companys definitive proxy statement, filed with the SEC on
March 10, 2017, and which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on April 20, 2017. There were a total
of 11,459,521 shares of common stock outstanding as of the record
date for the Annual Meeting, of which 9,601,543 were present in
person or by proxy at the meeting, representing 84% of the
outstanding shares eligible to vote. Five proposals were presented
to the shareholders. The results of the shareholder vote on each of
the five proposals were as follows:
A proposal to elect four (4) Class I Directors of the Company, with
each director having a three-year term expiring in the year 2020.
Number of Shares
Number of Shares
Nominees
Voted For
Vote Withheld
Broker Non-Votes
Charles N. Funk
8,579,194
90,419
931,930
Michael A. Hatch
7,260,633
1,408,980
931,930
John M. Morrison
8,348,431
321,182
931,930
Douglas K. True
8,367,908
301,705
931,930
A proposal to approve an amendment to the Company’s Amended and
Restated Articles of Incorporation, as amended, that would increase
the authorized number of shares of common stock from 15,000,000 to
30,000,000.
Number of Shares
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
9,085,211
486,740
29,592
A proposal to approve the MidWestOne>Financial Group, Inc. 2017
Equity Incentive Plan.
Number of Shares
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
8,491,821
158,995
18,797
931,930
An advisory (non-binding) proposal to approve the compensation
awarded by the Company to its named executive officers, as
disclosed to Item 402 of Regulation S-K, as required by Section 14A
of the Securities Exchange Act of 1934, as amended.
Number of Shares
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
8,483,203
136,190
50,220
931,930
The ratification of the appointment of RSM US LLP as independent
registered public accounting firm of the Company for the fiscal
year ending December 31, 2017.
Number of Shares
Number of Shares
Voted For
Voted Against
Abstentions
Broker Non-Votes
9,476,438
96,266
28,839
Item 8.01. Other Events.
The Board of Directors of the Company has declared a cash dividend
of $0.165 per share payable on June 15, 2017 to shareholders of
record as of the close of business on June 1, 2017. The press
release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
99.1 MidWestOne>Financial Group, Inc. Press Release dated April
21, 2017.


About MidWestOne>Financial Group, Inc. (NASDAQ:MOFG)

MidWestOne Financial Group, Inc. is a bank holding and financial holding company. The Company operates through its bank subsidiaries, MidWestOne Bank, Central Bank and MidWestOne Insurance Services, Inc. that operates through three agencies located in central and east-central Iowa. As of December 31, 2016, the Bank operated a total of 43 banking offices in Iowa, Minnesota, Wisconsin, and Florida. It provides full service retail banking in the communities in which its branch offices are located and also offers trust and investment management services. The Bank offers deposit products, including checking and other demand deposit accounts, negotiable order of withdrawal (NOW) accounts, savings accounts, money market accounts, certificates of deposit, individual retirement accounts and other time deposits. The Bank offers commercial and industrial, agricultural, real estate mortgage and consumer loans.

MidWestOne>Financial Group, Inc. (NASDAQ:MOFG) Recent Trading Information

MidWestOne>Financial Group, Inc. (NASDAQ:MOFG) closed its last trading session down -0.04 at 34.70 with 22,375 shares trading hands.

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