Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CENTRUE FINANCIAL CORP | prcentrueshareholdervote.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): June 7, 2017
Centrue Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware | 000-28846 | 36-3145350 | ||
State or other jurisdiction of Incorporation | (Commission File Number) | (IRS Employer Identification No.) | ||
122 West Madison Street, Ottawa, Illinois 61350
(Address of principal executive offices) (Zip Code)
(815) 431-8400
(Registrant’s telephone number, including area code)
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:
þ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | þ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 7, 2017, Centrue Financial Corporation (“Centrue”) held a special meeting of shareholders in Chicago, Illinois, to approve the Agreement and Plan of Merger, dated January 26, 2017, between Centrue and Midland States Bancorp, Inc. (“Midland”), pursuant to which Centrue will merge with and into Midland’s merger subsidiary.
The proposal was approved by the shareholders by the following vote:
Votes For | Votes Against | Abstentions |
5,595,664 | 24 | 4,209 |
ITEM 8.01 OTHER EVENTS
On June 7, 2017, Centrue issued a press release announcing that Centrue's shareholders had approved the merger of Centrue with and into Midland. A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number | Description | ||
99.1 | Press Release, dated June 7, 2017. | ||
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.
Date: June 7, 2017 | CENTRUE FINANCIAL CORPORATION | |
By: | /s/ Daniel R. Kadolph | |
Name: | Daniel R. Kadolph | |
Title: | Executive Vice President & Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number | Description | ||
99.1 | Press Release, dated June 7, 2017. | ||