UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 27, 2016

 


 

MainSource Financial Group, Inc.

(Exact name of registrant as specified in its charter)

 


 

Indiana
(State or other jurisdiction of incorporation)

 

0-12422
(Commission File Number)

 

35-1562245
(IRS Employer Identification No.)

 

2105 N. State Road 3 Bypass

Greensburg, Indiana 47240

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (812) 663-6734

 


 

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.

 

On April 27, 2016, MainSource Financial Group, Inc. (the “Company”) held its annual meeting of shareholders.  A total of 21,779,810 shares of the Company’s common stock were entitled to vote as of March 7, 2016, the record date for the Annual Meeting. There were 17,208,943 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each proposal.

 

Proposal No. 1 - Election of Directors

 

The shareholders elected ten directors to serve a one-year term until the next annual meeting of shareholders and until their respective successors are elected and qualified. The results of the vote were as follows:

 

 

 

For

 

Withheld

 

Broker Non-Votes

Kathleen L. Bardwell

 

13,428,200

 

248,263

 

3,532,480

William G. Barron

 

13,253,785

 

422,678

 

3,532,480

Vince A. Berta

 

13,356,654

 

319,809

 

3,532,480

Archie M. Brown, Jr.

 

12,776,453

 

900,010

 

3,532,480

D.J. Hines

 

13,341,883

 

334,580

 

3,532,480

Erin P. Hoeflinger

 

13,426,415

 

250,048

 

3,532,480

Thomas M. O’Brien

 

12,778,014

 

898,449

 

3,532,480

Lawrence R. Rueff, DVM

 

13,435,210

 

241,253

 

3,532,480

John G. Seale

 

13,439,603

 

236,860

 

3,532,480

Charles J. Thayer

 

12,736,446

 

940,017

 

3,532,480

 

Proposal No. 2 — Advisory Vote on the Company’s Executive Compensation Policies and Procedures

 

The shareholders voted to approve the non-binding, advisory proposal on the compensation of the Company’s executive officers. The results of the vote were as follows:

 

For

 

Against

 

Abstain

13,290,777

 

345,639

 

3,572,527

 

Proposal No. 3 — Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2016

 

The shareholders voted to ratify the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The results of the vote were as follows:

 

For

 

Against

 

Abstain

16,969,814

 

234,323

 

4,806

 

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SIGNATURE

 

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.

 

Date:  April 29, 2016

 

 

MAINSOURCE FINANCIAL GROUP, INC.

 

 

 

 

By:

/s/ Archie M. Brown, Jr.

 

 

Archie M. Brown, Jr.

 

 

President and Chief Executive Officer

 

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