8-K 2015 Annual Meeting Voting Results


 
 
 
 
 

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 20, 2015
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 5.07
Submission of Matters to a Vote of Security Holders.

Chemical Financial Corporation ("Chemical") held its annual meeting of shareholders on Monday, April 20, 2015. At that meeting, the shareholders voted on six proposals, as described in Chemical's Proxy Statement dated March 6, 2015, 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
 
 
 
 
 
 
 
 
 
Gary E. Anderson
 
23,570,751

 
326,405

 
3,886,923

 

James R. Fitterling
 
23,577,014

 
320,142

 
3,886,923

 

Terence F. Moore
 
23,553,245

 
343,911

 
3,886,923

 

John E. Pelizzari
 
23,563,922

 
333,234

 
3,886,923

 

David B. Ramaker
 
23,293,016

 
604,140

 
3,886,923

 

Larry D. Stauffer
 
23,596,584

 
300,572

 
3,886,923

 

Franklin C. Wheatlake
 
23,545,560

 
345,089

 
3,886,923

 
6,507

Proposal 2
Proposal 2 was a proposal to amend Chemical's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 45,000,000 shares to 60,000,000 shares. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
24,665,365

 
2,660,040

 
458,674

 
Proposal 3
Proposal 3 was a proposal to amend Chemical's Restated Articles of Incorporation to authorize a class of 2,000,000 shares of preferred stock. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
19,186,310

 
4,373,847

 
336,999

 
3,886,923
Proposal 4
Proposal 4 was a proposal to approve Chemical's Stock Incentive Plan of 2015. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
22,146,855

 
1,476,740

 
273,560

 
3,886,923





Proposal 5
Proposal 5 was a proposal to ratify the appointment of KPMG LLP as Chemical's independent registered public accounting firm for the year ending December 31, 2015. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
27,362,773

 
187,741

 
233,565

 
Proposal 6
Proposal 6 was a non-binding advisory proposal to approve Chemical's executive compensation. This proposal was approved. A non-binding advisory proposal to approve Chemical's executive compensation will next occur in connection with Chemical's 2016 annual meeting of shareholders.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
22,478,553

 
1,039,861

 
378,742

 
3,886,923








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 21, 2015
CHEMICAL FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
/s/ Lori A. Gwizdala
 
 
     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer