8-K


 
 
 
 
 

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 18, 2016
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 18, 2016. At that meeting, the shareholders voted on three proposals, as described in Chemical's Proxy Statement dated March 4, 2016, 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
 
26,904,904

 
258,859

 
5,177,923

 

James R. Fitterling
 
26,920,049

 
243,714

 
5,177,923

 

Richard M. Lievense
 
26,790,190

 
373,573

 
5,177,923

 

John E. Pelizzari
 
26,762,632

 
401,131

 
5,177,923

 

David B. Ramaker
 
26,205,231

 
958,533

 
5,177,923

 

Larry D. Stauffer
 
26,912,270

 
251,493

 
5,177,923

 

Franklin C. Wheatlake
 
26,908,343

 
255,420

 
5,177,923

 

Proposal 2
Proposal 2 was a proposal to ratify the appointment of KPMG LLP as Chemical's independent registered public accounting firm for the year ending December 31, 2016. This proposal was approved.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
31,877,387

 
344,256

 
120,042

 
Proposal 3
Proposal 3 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 2017 annual meeting of shareholders.
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
25,499,941

 
879,458

 
784,364

 
5,177,923








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 19, 2016
CHEMICAL FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
/s/ Lori A. Gwizdala
 
 
     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer