Chemical Financial Form 8-K - 04/18/12
 

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 16, 2012

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 (the "Corporation") held its annual meeting of shareholders on April 16, 2012. At that meeting, the shareholders voted on four proposals and cast their votes as described below.

Proposal 1

                    All of the directors of the Corporation are elected annually. All nominees for director were elected by the following votes:

Election of Directors

 

Votes Cast

 

 

 

 

 

Broker

 

 

For

 

Withheld

 

Non-Votes

Gary E. Anderson

 

18,466,890

 

155,372

 

3,414,427

J. Daniel Bernson

 

18,430,156

 

192,106

 

3,414,427

Nancy Bowman

 

18,451,774

 

170,489

 

3,414,427

James R. Fitterling

 

18,460,087

 

162,175

 

3,414,427

Thomas T. Huff

 

18,362,015

 

260,247

 

3,414,427

Michael T. Laethem

 

18,432,505

 

189,757

 

3,414,427

James B. Meyer

 

18,344,860

 

277,402

 

3,414,427

Terence F. Moore

 

18,424,075

 

198,187

 

3,414,427

Aloysius J. Oliver

 

13,976,080

 

4,646,182

 

3,414,427

David B. Ramaker

 

18,227,384

 

394,878

 

3,414,427

Grace O. Shearer

 

18,382,580

 

239,682

 

3,414,427

Larry D. Stauffer

 

18,459,771

 

162,491

 

3,414,427

Franklin C. Wheatlake

 

18,491,845

 

130,417

 

3,414,427

Proposal 2

                    Proposal 2 was a proposal to ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2012, as described in the proxy statement. This proposal was approved.

Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

21,864,521

 

120,873

 

51,295

 

0


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Proposal 3

                    Proposal 3 was an advisory vote to approve the Corporation's executive compensation, as described in the proxy statement. This proposal was approved.

Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

17,463,523

 

798,908

 

359,831

 

3,414,427

Proposal 4

                    Proposal 4 was a proposal to approve the Chemical Financial Corporation Stock Incentive Plan of 2012, as described in the proxy statement. The proposal was approved.

Votes Cast

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

17,149,500

 

1,351,513

 

121,249

 

3,414,427











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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.

Dated:

April 18, 2012

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

 

 

/s/ Lori A. Gwizdala

 

 

     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer














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