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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 25, 2018
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))
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    o
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. o

 
 
 
 
 













Item 5.07
Submission of Matters to a Vote of Security Holders.

Chemical Financial Corporation ("Chemical") held its annual meeting of shareholders on Wednesday, April 25, 2018. At that meeting, the shareholders voted on three proposals noted below, as described in Chemical's Proxy Statement dated March 16, 2018. Following is a tabulation of the votes with respect to each proposal.
Proposal 1
Proposal 1 was the election of directors. The following directors were elected with the following votes to service until the 2019 annual meeting of shareholders or until their respective successors are duly elected and qualified:
 
 
Votes Cast
Election of Directors
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
James R. Fitterling
 
54,561,304

 
1,630,628

 

Ronald A. Klein
 
51,202,623

 
4,989,309

 

Richard M. Lievense
 
52,317,350

 
3,874,582

 

Barbara J. Mahone
 
54,059,594

 
2,132,338

 

Barbara L. McQuade
 
55,554,283

 
637,649

 

John E. Pelizzari
 
55,535,697

 
656,235

 

David T. Provost
 
55,228,770

 
963,162

 

Thomas C. Shafer
 
51,522,841

 
4,669,091

 

Larry D. Stauffer
 
54,528,390

 
1,663,542

 

Jeffrey L. Tate
 
54,592,727

 
1,599,205

 

Gary Torgow
 
51,955,021

 
4,236,911

 

Arthur A. Weiss
 
55,315,715

 
876,217

 

Franklin C. Wheatlake
 
54,296,750

 
1,895,182

 

Proposal 2
Proposal 2 was a proposal to ratify the appointment of KPMG LLP as Chemical's independent registered public accounting firm for the year ending December 31, 2018. This proposal was approved with the following votes:
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
60,618,298

 
3,148,717

 
70,383

 
Proposal 3
Proposal 3 was a non-binding advisory proposal to approve Chemical's executive compensation. This proposal was approved with the following votes:
Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
53,623,444

 
2,338,642

 
229,845

 
7,645,466


A non-binding advisory proposal to approve Chemical's executive compensation will next occur in connection with Chemical's 2019 annual meeting of shareholders.





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 30, 2018
CHEMICAL FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
/s/ Dennis L. Klaeser
 
 
     Dennis L. Klaeser
     Executive Vice President and Chief Financial
     Officer