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 26, 2017
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.)
 

235 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 26, 2017, at the Chemical annual meeting of shareholders, the shareholders approved the Stock Incentive Plan of 2017, which was previously adopted by the Board of Directors subject to shareholder approval.  A description of the terms and conditions of the plan is included in Chemical’s definitive proxy statement for the 2017 annual meeting of shareholders, filed with the Commission on March 10, 2017, which description is incorporated herein by reference.    
Item 5.07
Submission of Matters to a Vote of Security Holders.

Chemical Financial Corporation ("Chemical") held its annual meeting of shareholders on Wednesday, April 26, 2017. At that meeting, the shareholders voted on six proposals, as described in Chemical's Proxy Statement dated March 10, 2017, and cast their votes as described below.
Proposal 1
All of the directors of Chemical are elected annually. All nominees for director were elected by the following votes:
 
 
Votes Cast
Election of Directors
 
For
 
Withheld
 
Broker Non-Votes
 
Uncast
 
 
 
 
 
 
 
 
 
James R. Fitterling
 
56,606,000

 
520,449

 
6,977,959

 

Ronald A. Klein
 
55,360,310

 
1,766,139

 
6,977,959

 

Richard M. Lievense
 
53,190,331

 
3,936,118

 
6,977,959

 

Barbara J. Mahone
 
56,380,048

 
746,401

 
6,977,959

 

John E. Pelizzari
 
56,333,312

 
793,137

 
6,977,959

 

David T. Provost
 
52,868,948

 
4,257,501

 
6,977,959

 

David B. Ramaker
 
56,263,598

 
862,851

 
6,977,959

 

Larry D. Stauffer
 
56,575,554

 
550,895

 
6,977,959

 

Jeffery L. Tate
 
56,653,502

 
472,947

 
6,977,959

 

Gary Torgow
 
53,630,548

 
3,495,901

 
6,977,959

 

Arthur A. Weiss
 
56,476,535

 
649,914

 
6,977,959

 

Franklin C. Wheatlake
 
56,289,520

 
836,929

 
6,977,959

 

Proposal 2
Proposal 2 was a proposal to amend our Restated Articles of Incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 135,000,000 shares. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
62,735,230

 
1,247,295

 
121,883

 





Proposal 3
Proposal 3 was a proposal to approve the Stock Incentive Plan of 2017. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
53,927,612

 
2,982,433

 
216,404

 
6,977,959
Proposal 4
Proposal 4 was a proposal to ratify the appointment of KPMG LLP as Chemical's independent registered public accounting firm for the year ending December 31, 2017. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
63,240,890

 
704,657

 
158,861

 
Proposal 5
Proposal 5 was a non-binding advisory proposal to approve Chemical's executive compensation. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
54,886,968

 
1,711,128

 
528,353

 
6,977,959

Proposal 6
Proposal 6 was a non-binding advisory proposal to vote on the frequency of the advisory approval of executive compensation. "One year" was approved.
Votes Cast
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Votes
 
Uncast
 
 
 
 
 
 
 
 
 
 
 
46,019,372

 
385,478

 
10,400,980

 
318,781

 
6,977,959
 
1,838
In light of the outcome of the vote, the Board of Directors has determined to include a non-binding advisory proposal to approve Chemical's executive compensation in its proxy materials on an annual basis until the next required vote on the frequency of the advisory approval of 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 hereunto duly authorized.
Dated:
April 28, 2017
CHEMICAL FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
/s/ Dennis L. Klaeser
 
 
Dennis L. Klaeser
 
 
Executive Vice President and Chief Financial Officer