may178k.htm

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 14, 2013
 
 
 
 
 
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction
of Incorporation)
 
0-10967
(Commission
File Number)
 
36-3161078
(IRS Employer
Identification No.)
 
 
                                                                                                                  One Pierce Place, Suite 1500, Itasca, Illinois
                                                                                                                   (Address of principal executive offices)
 
 
 
60143
(Zip Code)
(630) 875-7450
(Registrant's telephone number, including area code)
 
 
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:
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.

 
(a)  
The Company held its Annual Meeting of Stockholders on May 14, 2013 (“Annual Meeting”).  A total of 67,784,457 shares of common stock of the Company were represented in person or by proxy at the Annual Meeting, which represented appoximately 90.17% of the Company’s total outstanding shares of common stock.
 
(b)  
At the Annual Meeting, stockholders voted on the matters set forth below.

 
Item 1 – Election of Directors.  All of the nominees for election to the Company’s Board of Directors were elected, each for a three-year term, upon the following votes:

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Brother James Gaffney
Patrick J. McDonnell
Michael L. Scudder
John L. Sterling
J. Stephen Vanderwoude
59,189,222
59,298,402
59,573,276
59,055,534
59,146,458
3,890,306
3,618,810
3,489,483
3,977,176
3,886,402
7,529
169,845
24,298
54,347
54,197
4,697,400
4,697,400
4,697,400
4,697,400
4,697,400
 
 
Item 2 – Appointment of Independent Registered Public Accounting Firm.  The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified (advisory vote), upon the following votes:
 

Votes For
Votes Against
Abstentions
Broker Non-Votes
66,903,303
845,716
35,438
-0-
 
 
Item 3 – Advisory Vote on the Company’s Executive Compensation.  The compensation paid by the Company to its named executive officers was approved on an advisory basis, upon the following votes:
 

Votes For
Votes Against
Abstentions
Broker Non-Votes
58,100,240
4,769,666
217,151
4,697,400
 
 
Item 4 – Amendments to the Company’s Omnibus Stock and Incentive Plan. The amendments to the Company’s Omnibus Stock and Incentive Plan were approved, upon the following votes:
 

Votes For
Votes Against
Abstentions
Broker Non-Votes
60,791,632
1,754,863
540,562
4,697,400

 
 
 



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 thereunto duly authorized.
 
 
First Midwest Bancorp, Inc.
 
(Registrant)
   
   
Date: May 17, 2013
/s/ NICHOLAS J. CHULOS
 
By:  Nicholas J. Chulos
Executive Vice President, Corporate Secretary
and General Counsel