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 7, 2015
MBT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| Michigan | 000-30973 | 38-3516922 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 102 East Front Street, Monroe, Michigan | 48161 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (734) 241-3431
(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 (see General Instruction A.2. below):
¨ 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))
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | The Annual Meeting of Shareholders of the Company was held on May 7, 2015. |
| (b) | There were 22,724,111 shares eligible to vote, and 17,515,809 shares, or 77.08% 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 2016 Annual Meeting of Shareholders:
| Director | Votes “FOR” | Votes “WITHHELD” | Broker Non-Votes |
| Peter H. Carlton | 11,963,496 | 404,415 | 5,147,898 |
| H. Douglas Chaffin | 11,944,069 | 423,842 | 5,147,898 |
| Joseph S. Daly | 9,270,514 | 3,097,397 | 5,147,898 |
| James F. Deutsch | 11,729,176 | 638,735 | 5,147,898 |
| Edwin L. Harwood | 11,947,422 | 420,489 | 5,147,898 |
| Michael J. Miller | 11,949,594 | 418,317 | 5,147,898 |
| Tony Scavuzzo | 11,730,702 | 637,209 | 5,147,898 |
| Debra J. Shah | 11,953,805 | 414,106 | 5,147,898 |
| John L. Skibski | 11,880,959 | 486,952 | 5,147,898 |
| Karen M. Wilson-Smithbauer | 11,831,481 | 536,430 | 5,147,898 |
Proposal 2. Amend the terms of the MBT Financial Corp. 2008 Stock Incentive Plan. This proposal received the following votes:
| Proposal 2 | For | Against | Abstain | Broker Non-Votes |
| 11,470,072 | 745,800 | 152,039 | 5,147,898 |
Based on the votes set forth above, the proposal received the required majority of the votes cast and therefore was approved.
Proposal 3. Ratification of the appointment of Plante & Moran, PLLC as the independent auditors of the Corporation for the 2015 fiscal year. This proposal received the following votes:
| Proposal 3 | For | Against | Abstain |
| 17,379,846 | 110,290 | 25,673 |
Based on the votes set forth above, the proposal received the required majority of the votes cast and therefore was approved.
Proposal 4. Advisory vote to approve executive compensation. This proposal received the following votes:
| Proposal 4 | For | Against | Abstain | Broker Non-Votes |
| 11,238,678 | 979,541 | 149,692 | 5,147,898 |
Based on the votes set forth above, the shareholders advise the board that they approve of the executive compensation.
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 thereunto duly authorized
| MBT FINANCIAL CORP. | ||
| Date: May 8, 2015 | By: | /s/ John L. Skibski |
| John L. Skibski Executive Vice President and Chief Financial Officer | ||