What matters will be voted on at the meeting?
You are being asked to vote on: (i) the election of three directors to serve three-year terms expiring in 2021; (ii) the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and (iii) a non-binding advisory proposal on the compensation of our named executives, otherwise known as a say-on-pay proposal. These matters are more fully described in this proxy statement.
How many votes are needed for each proposal?
A majority of votes cast at the meeting will approve each matter that arises at the Annual Meeting. Under the Companys majority vote standard for the election of directors (described in more detail below), in order to be elected, a nominee must receive a greater number of votes cast for his or her election than the number of votes cast against. Because the say-on-pay vote is advisory, it will not be binding upon the Board of Directors or the compensation committee.
Also, please remember that the election of directors and the say-on-pay vote are each considered non-routine matters. Consequently, if your shares are held by a broker or other fiduciary, it cannot vote your shares on these matters unless it has received voting instructions from you.
Abstentions and broker non-votes, if any, will not be counted as votes cast but will count for purposes of determining whether or not a quorum is present. So long as a quorum is present, abstentions and broker non-votes will have no effect on any of the matters presented for a vote at the Annual Meeting.
What happens if a nominee is unable to stand for re-election?
The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than three nominees. We have no reason to believe any nominee will be unable to stand for re-election.
What options do I have in voting on each of the proposals?
You may vote for, against, or abstain on each proposal properly brought before the meeting.
Will the Annual Meeting be webcast?
Yes. You may attend the meeting by logging on to the Internet at www.virtualshareholdermeeting.com/IBCP2018. At this site you will be able to vote electronically and submit questions during the meeting. You will need the 16-digit control number included on your proxy card to attend the Annual Meeting of Shareholders. The audio broadcast of this meeting will be archived on that website for at least 120 days. An in person annual meeting will not be held.
Where do I find the voting results of the meeting?
If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed on a Form 8-K that we will file with the SEC within four business days after the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on
April 24, 2018.
This proxy statement along with our annual report is available at:
www.proxyvote.com
.
A copy of Independent Bank Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC, may be obtained without charge upon written request to the Chief Financial Officer, Independent Bank Corporation, 4200 East Beltline, Grand Rapids, Michigan 49525.