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 25, 2016

 
 
 
 
 
 
 
 MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
 Maryland
 
001-36599
 
 36-4460265
 
 (State or other jurisdiction
 
 (Common File No.)
 
 (IRS Employer
 
 of incorporation)
 
 
 
 Identification Number)
 
 
 
 
 
 
 
  
 
 
 
 800 West Madison Street, Chicago, Illinois
 
 60607
 (Address of principal executive offices)
 
 (Zip Code)
 
 
 
 
 
 
 Registrant's telephone number, including area code:  (888) 422-6562
 
 
 
 
 
 
 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))









Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 25, 2016, MB Financial, Inc. (the "Company") held its 2016 Annual Meeting of Stockholders.  The results of the vote at the meeting are as follows:

1) Election of Directors (each for a term of one year)
Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
David P. Bolger
 
53,950,397

 
4,741,786

 
111,035

 
9,359,141

C. Bryan Daniels
 
58,431,840

 
259,592

 
111,786

 
9,359,141

Mitchell Feiger
 
58,082,794

 
613,272

 
107,152

 
9,359,141

Charles J. Gries
 
58,595,433

 
98,454

 
109,331

 
9,359,141

James N. Hallene
 
58,085,154

 
605,625

 
112,439

 
9,359,141

Thomas H. Harvey
 
56,106,946

 
2,583,733

 
112,539

 
9,359,141

Richard J. Holmstrom
 
56,145,694

 
2,546,589

 
110,935

 
9,359,141

Karen J. May
 
58,546,764

 
145,656

 
110,798

 
9,359,141

Ronald D. Santo
 
57,942,278

 
750,527

 
110,413

 
9,359,141

Jennifer W. Steans
 
58,428,979

 
261,122

 
113,117

 
9,359,141

Renee Togher
 
58,211,450

 
474,046

 
117,722

 
9,359,141


Directors are elected by a majority of the votes cast with respect to each director. Accordingly, each of the nominees named above was elected.
 
2) Advisory (Non-Binding) Vote on Executive Compensation
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
57,299,061

 
1,324,200

 
179,957

 
9,359,141


The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

3) Ratification of the Appointment of RSM US LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2016
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
67,140,651

 
1,006,972

 
14,736

 


The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.






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.

 
 
 
 
MB FINANCIAL, INC.
 
 
 
 
 
Date: May 26, 2016
By:
/s/Randall T. Conte
 
 
 
Randall T. Conte
 
 
 
Vice President and Chief Financial Officer