Current Report Filing (8-k)
May 06 2021 - 4:32PM
Edgar (US Regulatory)
0001466026
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0001466026
2021-05-03
2021-05-03
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xbrli:shares
iso4217:USD
xbrli:shares
United
States
Securities
And Exchange Commission
Washington, DC 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 3, 2021
Midland States Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Illinois
|
|
001-35272
|
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37-1233196
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(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
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(IRS Employer Identification No.)
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1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (217) 342-7321
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, $0.01 par value
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MSBI
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Nasdaq Global Select Market
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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))
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2021 annual meeting of
shareholders (the “Annual Meeting”) of Midland States Bancorp, Inc. (the “Company”) was held on May 3, 2021. There
were a total of 22,536,231 shares of common stock outstanding as of the record date for the Annual Meeting, of which 17,097,880 were present
in person or by proxy at the meeting, representing 75.9% of the outstanding shares eligible to vote.
Proposal 1:
A proposal to elect four nominees
to serve as Class II directors, each for a term expiring at the 2024 annual meeting of shareholders, was presented to the shareholders.
The results of the shareholder vote on the proposal were as follows:
|
|
Number of Shares
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Number of Shares
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Nominees
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Voted For
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Voted Against
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Abstentions
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Broker Non-Votes
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Jeffrey G. Ludwig
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11,727,530
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3,953,924
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2,143
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1,414,283
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Deborah A. Golden
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11,436,826
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4,229,487
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4,825
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1,414,283
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Dwight A. Miller
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11,707,119
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3,958,582
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5,437
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|
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1,414,283
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|
Robert F. Schultz
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11,713,415
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|
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3,968,239
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|
|
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1,943
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|
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1,414,283
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|
Proposal 2:
A proposal to approve, on
a nonbinding, advisory basis, the compensation of certain of the Company’s executive officers disclosed in the Company’s definitive
proxy statement, which was filed with the Securities and Exchange Commissions on March 22, 2021, was presented to the shareholders. The
results of the shareholder vote on the proposal were as follows:
|
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Number of Shares
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|
|
Number of Shares
|
|
|
|
|
|
|
|
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Voted For
|
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Voted Against
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|
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Abstentions
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Broker Non-Votes
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Approval of compensation of executive officers
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14,947,845
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|
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684,793
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50,958
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1,414,283
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Proposal 3:
A proposal to ratify the appointment
of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, was presented
to the shareholders. The results of the shareholder vote on the proposal were as follows:
|
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Number of Shares
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|
|
Number of Shares
|
|
|
|
|
|
|
|
|
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Voted For
|
|
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Voted Against
|
|
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Abstentions
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Broker Non-Votes
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Ratification of appointment of Crowe LLP
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16,728,632
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|
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316,460
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|
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52,787
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—
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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.
Date:
May 6, 2021
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Midland
States Bancorp, Inc.
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By:
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/s/ Douglas J. Tucker
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Title:
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Senior Vice President and Corporate Counsel
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