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 16, 2018

 
 
 
 
 
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
Maryland
 
001-36599
 
36-4460265
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
 
 
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 (17CFR 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  [   ] 

 







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

On May 16, 2018, MB Financial, Inc. (the "Company") held its 2018 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
 
67,804,413

 
922,464

 
148,269

 
9,473,286

C. Bryan Daniels
 
68,717,609

 
141,869

 
15,668

 
9,473,286

Mitchell Feiger
 
68,566,645

 
292,901

 
15,600

 
9,473,286

Sunil Garg
 
68,711,913

 
140,149

 
23,084

 
9,473,286

Charles J. Gries
 
68,247,877

 
611,669

 
15,600

 
9,473,286

James N. Hallene
 
67,757,758

 
1,101,666

 
15,722

 
9,473,286

Thomas H. Harvey
 
68,021,341

 
838,190

 
15,615

 
9,473,286

Richard J. Holmstrom
 
68,111,288

 
748,178

 
15,680

 
9,473,286

Mark A. Hoppe
 
67,467,119

 
1,392,358

 
15,669

 
9,473,286

Karen J. May
 
68,489,308

 
370,352

 
15,486

 
9,473,286

Renee Togher
 
68,387,698

 
471,963

 
15,485

 
9,473,286


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
 
 
66,366,186

 
2,325,180

 
183,780

 
9,473,286


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) Advisory (Non-Binding) Vote on Whether an Advisory Vote on Executive Compensation Should be Held Every One Year, Every Two Years, or Every Three Years
 
 
One Year
 
Two Years
 
Three Years
 
Abstentions
 
 
60,349,503

 
366,277

 
7,994,459

 
164,907


The Company's board of directors has determined, in light of the results of the vote on this item, that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of future advisory votes on executive compensation.

4) Ratification of the Appointment of RSM US LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2018
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
77,573,197

 
442,449

 
332,786

 


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 18, 2018
By:
/s/Randall T. Conte
 
 
 
Randall T. Conte
 
 
 
Vice President and Chief Financial Officer