may278k.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 19, 2011
 
 
 
 
 
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))

 
 
 
 
 
FIRST MIDWEST BANCORP, INC.
FORM 8-K
May 19, 2011
 
Item 5.2 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As of May 18, 2011, First Midwest Bancorp, Inc. (“FMBI” or the “Company”) entered into a TARP-related compensation arrangement payable over the remainder of the 2011 fiscal year with Michael Kozak in the amount of $60,848.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting of Stockholders on May 18, 2011.  A total of 66,742,676 shares were represented in person or by proxy, or 89.44% of the total outstanding shares of common stock of the Company.  The final results of stockholder voting on the four proposals presented were as follows:
 
 
Proposal 1 - Election of Directors
 
John F. Chlebowski, Jr. (Approved)
For
Against
Abstain
Broker Non-Votes
57,813,208
3,142,255
86,664
5,700,549
 
John E. Rooney (Approved)
For
Against
Abstain
Broker Non-Votes
52,645,234
8,316,643
80,250
5,700,549
 
Ellen A. Rudnick (Approved)
For
Against
Abstain
Broker Non-Votes
59,411,982
1,547,644
82,501
5,700,549
 
Phupinder S. Gill (Approved)
For
Against
Abstain
Broker Non-Votes
60,027,090
931,930
83,107
5,700,549
 
Michael J. Small (Approved)
For
Against
Abstain
Broker Non-Votes
60,086,254
861,037
94,836
5,700,549
 
Peter J. Henseler (Approved)
For
Against
Abstain
Broker Non-Votes
60,177,409
775,950
88,768
5,700,549
 
Proposal 2 (Approved) - Advisory (non-binding) vote ratifying the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011.
For
Against
Abstain
Broker Non-Votes
65,190,472
1,306,983
245,221
  
 
Proposal 3 (Approved) - Advisory (non-binding) vote approving executive compensation.
For
Against
Abstain
Broker Non-Votes
56,640,269
3,160,837
1,241,021
5,700,549
 
 

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 19, 2011
   /s/ CYNTHIA A. LANCE
 
By:  Cynthia A. Lance
Executive Vice President and
Corporate Secretary