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 3, 2018

Registrant’s telephone number, including area code: (734) 241-3431

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))

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.

Emerging growth company [ ]

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 [ ]

(e) On May 3, 2018, the shareholders approved the MBT Financial Corp. 2018 Stock Incentive Plan (the “2018 Plan”).

The 2018 Plan replaces the MBT Financial Corp. 2008 Stock Incentive Plan (the “Prior Plan”), which expired on May 1, 2018. All awards outstanding under the Prior Plan will remain in effect in accordance with their respective terms.

A total of 1,500,000 shares of common stock may be issued pursuant to the grant of awards under the 2018 Plan using treasury shares or authorized but unissued shares. The 2018 Plan will terminate on May 3, 2028, unless earlier terminated in accordance with the terms of the 2018 Plan.

The 2018 Plan provides for the award of nonqualified stock options, incentive stock options, stock appreciation rights, restricted common shares, other stock-based awards, and performance-based awards to directors and employees, including officers, of the Company. The selection of employees for awards and the timing, terms and conditions of such awards are subject to the discretion of the Compensation Committee of the Company.

The 2018 Plan may be amended, altered, or discontinued by the Board of Directors of the Company, without shareholder approval, unless the amendment materially and adversely affects the rights of a participant under an award granted prior to such action without the participant’s written consent, or in the event that approval of the Company’s shareholders is required by applicable laws, regulations, or exchange requirements.

A description of the material terms of the 2018 Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2018.

Proposal 1. Election of Directors. The following individuals were elected to serve as directors until the 2019 Annual Meeting of Shareholders:

Proposal 2. Approval of the MBT Financial Corp. 2018 Stock Incentive Plan. This proposal received the following votes:

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 2018 fiscal year. This proposal received the following votes:

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:

Based on the votes set forth above, the shareholders advise the board that they approve of the executive compensation.

Item 9.01.     Financial Statements and Exhibits.

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