UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 17, 2017
 
 
 
 
 
 
 
 
 
A3282014FMBILOGOA13.JPG
(Exact name of registrant as specified in its charter )
 
 
 
 
 
 
 
 
 
 
 
Delaware  
(State or other jurisdiction
of Incorporation)
0-10967  
(Commission
File Number)
36-3161078  
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
 
 
One Pierce Place, Suite 1500, Itasca, Illinois  
(Address of principal executive offices)  


60143-1254  
(Zip Code)
 
 
 
 
(630) 875-7463  
(Registrant's telephone number, including area code)  


N/A  
(Former name or former address, if changed since last report)

 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
 
 
 
 
 
 
 
 
 
 
 




Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 17, 2017, at the 2017 Annual Meeting of Stockholders of First Midwest Bancorp, Inc. (the "Company"), the stockholders of the Company approved and adopted amendments to the Company's certificate of incorporation to (1) declassify the Board of Directors, including corresponding changes, consistent with Delaware law, to allow stockholders to remove directors with or without cause, and (2) increase the authorized common stock of the Company from 150,000,000 to 250,000,000 shares. The amendments are described more fully in the Company’s proxy statement filed with the Securities and Exchange Commission on April 11, 2017 (the "2017 Proxy Statement"). On May 19, 2017, the Company filed a certificate of amendment of its certificate of incorporation with the Secretary of State of the State of Delaware reflecting these amendments. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders
The Company held its 2017 Annual Meeting of Stockholders on May 17, 2017. At the annual meeting, the Company's stockholders considered five matters, each of which is described more fully in the Company's 2017 Proxy Statement. A total of 91,486,418 shares of the Company's common stock were represented in person or by proxy at the annual meeting, which represented approximately 89% of the Company’s total outstanding shares of common stock entitled to vote at the annual meeting.
The vote results on the matters presented at the annual meeting are set forth below.
Item 1 - Election of Directors. All of the nominees for election to the Company's Board of Directors were elected upon the following votes:

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Thomas L. Brown
80,073,415
746,867
75,411
10,590,725
Phupinder S. Gill
80,094,490
730,201
71,002
10,590,725
Kathryn J. Hayley
80,124,191
699,218
72,284
10,590,725
Frank B. Modruson
80,067,730
753,512
74,451
10,590,725
Ellen A. Rudnick
79,095,288
1,729,767
70,638
10,590,725
Michael J. Small
80,087,609
733,503
74,581
10,590,725
Stephen C. Van Arsdell
79,582,388
1,242,765
70,540
10,590,725

As a result of the approval and adoption of the amendment to the Company's certificate of incorporation to declassify the Board of Directors (Item 2, below), each nominee was elected to serve a one-year term expiring at the Company's 2018 annual meeting of stockholders.
Additionally, as previously announced, John F. Chlebowski, Jr. decided to retire from the Company's Board of Directors upon the conclusion of his term at the 2017 annual meeting and, accordingly, did not stand for re-election. In connection with Mr. Chlebowski's retirement, the Company's Board of Directors reduced the size of the Board to fifteen directors effective at the annual meeting.
Item 2 - Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors . The amendment to the Company’s certificate of incorporation to declassify the Board of Directors was approved and adopted upon the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
80,536,329
241,878
117,486
10,590,725





Item 3 - Amendment to the Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock . The amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 250,000,000 was approved and adopted upon the following votes:
Votes For
Votes Against
Abstentions
75,766,526
10,916,611
4,803,281

Item 4 - Advisory Resolution Regarding the Compensation Paid to the Company’s Named Executive Officers . An advisory (non-binding) resolution regarding the compensation paid by the Company to its named executive officers in 2016 was approved upon the following votes:
Votes For
Votes Against
Abstentions
Broker Non-Votes
75,763,702
4,627,413
504,578
10,590,725

Item 5 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm . The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017 was ratified on an advisory (non-binding) basis upon the following votes:
Votes For
Votes Against
Abstentions
89,298,434
2,111,817
76,167

Item 8.01      Other Events
On May 17, 2017, the Board of Directors of the Company formally established an Enterprise Risk Committee of the Board. Thomas L. Brown, Phupinder S. Gill, Patrick J. McDonnell, Frank B. Modruson, Michael J. Small and J. Stephen Vanderwoude, each of whom is an independent director, were appointed to serve as the initial members of the committee, effective immediately.
Item 9.01    Financial Statements and Exhibits
 
(d)
 
Exhibits
 
 
 
 
 
 
 
 
 
3.1
 
Certificate of Amendment of Restated Certificate of Incorporation of the Company.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
FIRST MIDWEST BANCORP, INC.
 
 
 
 
 
 
 
 
Date:
May 23, 2017
By:
/s/ NICHOLAS J. CHULOS
 
 
 
Nicholas J. Chulos
 
 
 
Executive Vice President, Corporate Secretary, and General Counsel






Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST MIDWEST BANCORP, INC.

First Midwest Bancorp, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST:
The Board of Directors of the Corporation, at a meeting duly convened and held, adopted resolutions proposing and declaring it advisable and in the best interests of the Corporation that the Restated Certificate of Incorporation of the Corporation be amended as follows:
(A)
The first paragraph of ARTICLE FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby amended such that, as amended, the first paragraph of ARTICLE FOURTH shall be replaced with the following:
The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred Fifty One Million (251,000,000) shares, of which One Million (1,000,000) shares shall be shares of Preferred Stock without par value (hereinafter sometimes referred to as “Preferred Stock”), and Two Hundred Fifty Million (250,000,000) shares shall be shares of Common Stock, $0.01 par value per share (hereinafter sometimes referred to as “Common Stock”).
(B)
Paragraph (c) of PART III - GENERAL PROVISIONS of ARTICLE FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby amended such that, as amended, paragraph (c) of PART III - GENERAL PROVISIONS of ARTICLE FOURTH shall be replaced with the following:
(c)
Removal of Directors . Any or all directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Voting Stock. For purposes of this paragraph (c), each share of the Voting Stock shall have the number of votes granted to it pursuant to this Article Fourth.
(C)
ARTICLE FIFTH of the Restated Certificate of Incorporation of the Corporation is hereby amended such that, as amended, ARTICLE FIFTH shall be replaced with the following:
ARTICLE FIFTH . Board of Directors .
(a)
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(b)
The number of directors constituting the Board of Directors of the Corporation shall be such number, not fewer than three nor more than twenty, as shall be fixed from time to time by resolution of the Board of Directors adopted by the affirmative vote of at least a majority of all members thereof.
(c)
The successors of the directors whose terms expire at the 2017 annual meeting of stockholders shall serve a term of office to expire at the 2018 annual meeting of stockholders. At the 2018 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall serve a term of office to expire at the 2019 annual meeting of stockholders. At the 2019 annual meeting of stockholders, and at each annual meeting of stockholders thereafter, the successors of the directors whose terms expire at each such meeting shall serve a term of office expiring at the annual meeting of stockholders next following their election.
(d)
Each director shall serve until his or her successor is elected and qualified or until his or her death, retirement, resignation or removal. Should a vacancy occur or be created, such vacancy shall be filled by a majority vote of the remaining directors then in office although less than a quorum, or by the sole remaining director. A director elected to fill a vacancy arising through death, retirement, resignation or removal of a director shall hold office until the end of the term to which such director’s predecessor was chosen. A director elected to fill a vacancy created through an increase in the number of directors shall serve a term of office to expire at the next annual meeting of stockholders.




(e)
Notwithstanding any of the foregoing provisions of this Article Fifth, whenever the holders of any outstanding class or series of Preferred Stock shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation and of the resolution of the Board of Directors providing for the issue of such class or series of Preferred Stock applicable thereto.
(f)
The Board of Directors, by resolution adopted by the affirmative vote of at least a majority of all members thereof, shall have concurrent power with the stockholders to adopt, amend or repeal the By-laws of the Corporation; provided , however , that the By-laws of the Corporation shall not be adopted, amended or repealed by the stockholders except by the affirmative vote of the holders of at least 67% of the voting power of the then outstanding Voting Stock, voting together as a single class (it being understood that, for purposes of this paragraph (f), each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth hereof), and such affirmative vote shall be required notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.
(g)
Wherever the term “Board of Directors” is used in this Restated Certificate of Incorporation, such term shall mean the Board of Directors of the Corporation; provided , however , that, to the extent any committee of directors of the Corporation is lawfully entitled to exercise the powers of the Board of Directors, such committee, to the extent provided by resolution of the Board of Directors or the By-laws, may exercise any power or authority of the Board of Directors under this Restated Certificate of Incorporation in the management of the business and affairs of the Corporation.
(h)
The books of the Corporation (subject to the provisions of the laws of the State of Delaware) may be kept outside of the State of Delaware at such places as may be from time to time designated by the Board of Directors. Elections of directors need not be by ballot unless the By-laws so provide.
(i)
No Director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware, as it may be in effect from time to time. No amendment to or repeal of this paragraph (i) shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.
SECOND: Thereafter, an annual meeting of the stockholders of the Corporation was duly called and held, in accordance with Section 222 of the DGCL, on May 17, 2017, at which meeting the necessary number of shares were voted in favor of the above amendments.
THIRD:
The amendment of the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL and the Restated Certificate of Incorporation of the Corporation.
*     *     *





IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged by a duly authorized officer this 19th day of May, 2017.

 
 
FIRST MIDWEST BANCORP, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ NICHOLAS J. CHULOS
 
 
 
Nicholas J. Chulos
 
 
 
Executive Vice President, Corporate Secretary, and General Counsel