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EX-99.1 - CHEMICAL FINANCIAL EXHIBIT 99.1 TO FORM 8-K - TCF FINANCIAL CORPchemex991_042011.htm
 

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): April 15, 2011

Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)

 

Michigan
(State or Other Jurisdiction
of Incorporation)

000-08185
(Commission
File Number)

38-2022454
(IRS Employer
Identification No.)

 



333 E. Main Street
Midland, Michigan

(Address of Principal Executive Offices)

 


48640
(Zip Code)

 

Registrant's telephone number, including area code:  (989) 839-5350


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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 




Item 5.07

Submission of Matters to a Vote of Security Holders.

                    The Corporation's annual meeting of shareholders was held on April 18, 2011. At that meeting, the shareholders voted on five proposals and cast their votes as described below.

Proposal 1

                    All directors of the Corporation stood for election at the meeting. All nominees for director were elected by the following votes:

Election of Directors

 

Votes Cast

 

 

 

 

 

 

Broker

 

 

For

 

Withheld

 

Non-Votes

Gary E. Anderson

 

18,252,183

 

382,850

 

3,842,362

J. Daniel Bernson

 

18,247,546

 

387,486

 

3,842,362

Nancy Bowman

 

18,202,163

 

432,848

 

3,842,362

James A. Currie

 

18,190,032

 

445,000

 

3,842,362

James R. Fitterling

 

18,022,778

 

612,255

 

3,842,362

Thomas T. Huff

 

18,198,157

 

436,875

 

3,842,362

Michael T. Laethem

 

18,466,246

 

168,786

 

3,842,362

James B. Meyer

 

18,395,591

 

239,441

 

3,842,362

Terence F. Moore

 

18,246,558

 

388,475

 

3,842,362

Aloysius J. Oliver

 

14,050,585

 

4,584,448

 

3,842,362

David B. Ramaker

 

18,230,234

 

404,798

 

3,842,362

Grace O. Shearer

 

18,164,635

 

470,397

 

3,842,362

Larry D. Stauffer

 

18,271,659

 

363,373

 

3,842,362

William S. Stavropoulos

 

18,226,748

 

408,284

 

3,842,362

Franklin C. Wheatlake

 

18,249,039

 

385,993

 

3,842,362

Proposal 2

                    Proposal 2 was a proposal to amend the restated articles of incorporation to increase the number of authorized shares of common stock from 30,000,000 to 45,000,000, as described in the proxy statement. This proposal was approved.

Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

20,670,238

 

1,423,984

 

383,171

 

0

Proposal 3

                    Proposal 3 was a proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2011, as described in the proxy statement. This proposal was approved.


2


Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

22,144,452

 

214,977

 

117,965

 

0

Proposal 4

                    Proposal 4 was a proposal to hold an advisory vote on executive compensation, as described in the proxy statement. This proposal was approved.

Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

14,407,913

 

3,811,108

 

416,011

 

3,842,362

Proposal 5

                    Proposal 5 was a proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy statement. "1 year" was approved.

Votes Cast

 

 

 

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

 

Broker Non-Votes

9,336,304

 

1,071,122

 

7,786,301

 

441,076

 

3,842,362

                    The vote is advisory and not binding on the Corporation and its Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of the advisory vote on executive compensation.

Item 7.01

Regulation FD Disclosure.

                    On April 20, 2011, the Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. In the press release, the Corporation announced the appointment of Terence F. Moore as lead independent director and William C. Collins as Executive Vice President, General Counsel and Corporate Secretary. The information disclosed under this Item 7.01 and the Exhibit are furnished to, and not filed with, the Commission.

Item 8.01

Other Events.

                    On April 15, 2011, the Board of Directors appointed Terence F. Moore as lead independent director. Mr. Moore's appointment follows Gary E. Anderson's service as lead independent director. Mr. Anderson will remain a director of the Corporation.


3


Item 9.01

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits:

 

 

 

 

 

99.1

Press Release dated April 20, 2011. This Exhibit is furnished to, and not filed with, the Commission.










4


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.

Dated:

April 20, 2011

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

 

 

/s/ Lori A. Gwizdala

 

 

     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer













5


EXHIBIT INDEX


Exhibit Number

 

Document

 

 

 

99.1

 

Press Release dated April 20, 2011. This Exhibit is furnished to, and not filed with, the Commission.