UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 16, 2006
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MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 000-26719 38-3360865
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
310 LEONARD STREET NW, GRAND RAPIDS, MICHIGAN 49504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 616-406-3000
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Grant of Stock Options
On November 16, 2006, the Compensation Committee of the Board of Directors
of Mercantile Bank Corporation ("Mercantile") granted an incentive stock option
to each of its four executive officers under its Stock Incentive Plan of 2006
(the "Plan"). At the same time, options were granted under the Plan to officers
and employees of Mercantile's wholly owned subsidiary, Mercantile Bank of
Michigan (the "Bank"). The Plan was approved by Mercantile's shareholders at
their annual meeting held on April 27, 2006, and is described in the proxy
statement that was filed with the Securities and Exchange Commission for that
meeting. A copy of the Plan is set forth in Appendix A to that proxy statement
and incorporated by reference as an exhibit to this report.
The options granted to Mercantile's four executive officers on November 16,
2006 are as follows:
NUMBER OF SHARES DATE OPTION
FOR WHICH THE FOR THE SHARES
NAME AND TITLE OPTION WAS GRANTED BECOMES EXERCISABLE
-------------- ------------------ -------------------
Gerald R. Johnson, Jr. 2,500 November 16, 2008
Chairman of the Board and 1,300 January 1, 2009
Chief Executive Officer
Michael H. Price 2,500 November 16, 2008
President and Chief Operating Officer 1,300 January 1, 2009
Robert B Kaminski 2,200 November 16, 2008
Executive Vice President and Secretary
Charles E. Christmas 1,850 November 16, 2008
Senior Vice President, Chief Financial
Officer and Treasurer
Each of these options has an exercise price of $39.84 per share, and
expires on November 15, 2013, subject to earlier termination pursuant to the
terms of the Plan. Each of the executive officers of Mercantile named above also
serves as an executive officer of one or more of Mercantile's subsidiaries,
including the Bank.
Mercantile is filing as an exhibit to this Form 8-K the form of the stock
option agreement used for granting options under the Plan.
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Grant of Restricted Stock Awards
On November 16, 2006, the Compensation Committee of the Board of Directors
of Mercantile also granted a restricted stock award under the Plan to each of
its four executive officers, who are also executive officers of the Bank. At the
same time, restricted stock awards were granted under the Plan to other officers
and employees of the Bank.
The restricted stock awards granted to Mercantile's four executive officers
on November 16, 2006 are as follows:
NUMBER OF SHARES
OF RESTRICTED VESTING DATE OF
NAME AND TITLE STOCK AWARDED RESTRICTED SHARES
-------------- ---------------- -----------------
Gerald R. Johnson, Jr. 1,350 November 16, 2010
Chairman of the Board and
Chief Executive Officer
Michael H. Price 1,350 November 16, 2010
President and Chief Operating Officer
Robert B Kaminski 750 November 16, 2010
Executive Vice President and Secretary
Charles E. Christmas 650 November 16, 2010
Senior Vice President, Chief Financial
Officer and Treasurer
The restricted stock awarded on November 16, 2006 is subject to forfeiture
and restrictions on transfer until the shares become vested on November 16,
2010. The restricted stock is forfeited if the employee ceases to be an employee
of Mercantile and its subsidiaries prior to the restricted stock vesting;
subject to accelerated or prorated vesting as provided for in the applicable
restricted stock award agreement in the event of the employee's death,
disability, retirement, termination other than for cause, change in control, or
exercise of discretion by the Compensation Committee.
Mercantile is filing as an exhibit to this Form 8-K the form of the
restricted stock award agreement used for awarding restricted stock under the
Plan.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
------- -----------
10.1 Form of Notice of Grant of Incentive Stock Option and Stock Option
Agreement for incentive stock options granted under the Stock
Incentive Plan of 2006
10.2 Form of Restricted Stock Award Agreement Notification of Award and
Terms and Conditions of Award for restricted stock under the Stock
Incentive Plan of 2006
10.3 Stock Incentive Plan of 2006 is incorporated by reference to Appendix
A of Mercantile's proxy statement for its April 27, 2006 annual
meeting of shareholders that was filed with the Securities and
Exchange Commission (Commission File No. 000-26719)
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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.
MERCANTILE BANK CORPORATION
By: /s/ Charles E. Christmas
------------------------------------
Charles E. Christmas
Senior Vice President, Chief
Financial Officer and Treasurer
Date: November 21, 2006
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Form of Notice of Grant of Incentive Stock Option and Stock Option
Agreement for incentive stock options granted under the Stock
Incentive Plan of 2006
10.2 Form of Restricted Stock Award Agreement Notification of Award and
Terms and Conditions of Award for restricted stock under the Stock
Incentive Plan of 2006
10.3 Stock Incentive Plan of 2006 is incorporated by reference to Appendix
A of Mercantile's proxy statement for its April 27, 2006 annual
meeting of shareholders that was filed with the Securities and
Exchange Commission (Commission File No. 000-26719)
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