8-K

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 4, 2015        

MUTUALFIRST FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-27905	35-2085640
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

110 E. Charles Street, Muncie, Indiana	47305-2419
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (765) 747-2800

Not Applicable

(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:

¨ 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))

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

MutualFirst Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 1, 2015. Holders of record of the Company’s Common Stock at the close of business on March 2, 2015 were entitled to vote on three proposals at the Annual Meeting. The final voting results of each proposal are set forth below.

The following is a record of the votes cast at the Annual Meeting of Stockholders in the election of directors of the Company:

The election of the following persons as directors of the Company for terms to expire in the 2018:	FOR	VOTE WITHHELD	Broker Non-Votes
Patrick C. Botts	4,640,688	444,303	1,344,016
William V. Hughes	4,607,714	477,277	1,344,016
Jerry D. McVicker	4,625,405	459,586	1,344,016
James D. Rosema	4,446,574	638,417	1,344,016

	FOR	AGAINST	ABSTAIN	Broker Non-Votes
The adoption of an advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement.	4,560,221	452,879	23,410	1,344,016
	FOR	AGAINST	ABSTAIN	Broker Non-Votes
The ratification of the appointment of BKD, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2015.	6,350,621	31,769	6,768	-0-

As a result of these votes, Patrick C. Botts, William V. Hughes, Jerry D. McVicker and James D. Rosema were duly elected as directors of the Company for terms to expire in 2018; the advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement was adopted by the stockholders; and the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015 was ratified.

Item 7.01.  Regulation FD Disclosure

On May 1, 2015, the Company made a financial presentation at its Annual Meeting of Stockholders. A copy of that presentation is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01.  Other Events

On May 4, 2015, the Company issued a press release announcing the actions taken at the 2015 Annual Meeting of Stockholders. The full text of the release is included as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

99.1 Financial presentation dates May 1, 2015

99.2 Press release dated May 4, 2015

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.

		MUTUALFIRST FINANCIAL, INC.
Date:	May 4, 2015	By:	/s/ David W. Heeter
			David W. Heeter

EXHIBIT INDEX

Exhibit No.	Description
99.1	Financial presentation dates May 1, 2015
99.2	Press release dated May 4, 2015

EX-99.1

Exhibit 99.1

2015 Annual Meeting

FORWARD LOOKING STATEMENT This presentation contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may appear in a number of places in this presentation and include statements regarding the intent, belief, outlook, estimate or expectations of the company, its directors or its officers primarily with respect to future events and the future financial performance of the company, including but not limited to preliminary estimated ProForma combined financial information. Readers of this presentation are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risk and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. These factors include, but are not limited to, the loss of deposits and loan demand to competitors; substantial changes in financial markets; changes in real estate values and the real estate market; regulatory changes; or other risk factors discussed in the latest SEC form 10 - k. The Company does not undertake – and specifically disclaims any obligation – to publicly release the result of any revisions which may be made to any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FOOTPRINT Lending Office MutualWealth Office Full - Service Financial Centers

2014 COMMON STOCK DIVIDEND 66.7 %

2014 CONSUMER LOAN GROWTH 14.6 %

2014 COMMERCIAL LOAN GROWTH 10.4 %

2014 FORECLOSED REAL ESTATE & OTHER REPOSSESED ASSETS 61 %

2014 NET CHARGE OFFS .11 %

2014 TANGIBLE BOOK VALUE $ 1.76 to $17.22 per share

2014 ACQUISITIONS Completed two acquisitions that enhance non - interest income

MOMENTUM (YEAR - END) 2011 2012 2013 2014 ROA 0.24% 0.50% 0.66% 0.77% ROE 1.39% 5.47% 7.42% 9.37% Margin 3.16% 3.05% 3.13% 3.26% TCE 7.05% 7.62% 7.91% 8.68% Diluted EPS $0.20 $0.82 $1.09 $1.46 4th Quarter Dividend $0.06 $0.06 $0.06 $0.10 Stock Price $7.07 $11.43 $17.13 $21.88 TBV $14.38 $15.33 $15.46 $17.22 NPA 2.75% 2.21% 1.22% 0.75%

MOMENTUM (1 ST QTR) 2011 2012 2013 2014 2015 ROA - 0.19% 0.40% 0.56% 0.58% 0.70% ROE - 4.86% 4.17% 5.95% 7.18% 7.91% Margin 3.14% 3.03% 3.07% 3.26% 3.20% TCE 6.72% 7.14% 7.72% 8.11% 8.95% Diluted EPS $( 0.17) $0.15 $0.22 $0.27 $0.33 Quarterly Dividend $0.06 $0.06 $0.06 $0.06 $0.12 Stock Price $9.20 $9.76 $14.35 $19.00 $23.05 TBV $13.51 $14.68 $15.40 $15.76 $17.33 NPA 2.69% 2.62% 2.25% 1.12% 0.72%

LOAN MIX (YEAR - END) (IN THOUSANDS) 2013 2014 Balance Mix % Balance Mix % Growth Mortgage 520,443 53.1% 511,361 50.3% - 1.7% Commercial 289,540 29.6% 319,595 31.4% 10.4% Non - RE Consumer 100,041 10.2% 114,657 11.3% 14.6% RE Consumer 69,354 7.1% 71,073 7.0% 2.5% Total 979,378 1,016,686 3.8%

LOAN MIX (1 st QTR) (IN THOUSANDS) 2014 2015 Balance Mix % Balance Mix % Growth Mortgage 515,819 52.8% 506,746 49.5% - 1.8% Commercial 291,407 29.8% 326,511 31.9% 12.0% Non - RE Consumer 101,706 10.4% 120,679 11.8% 18.7% RE Consumer 68,917 7.0% 69,671 6.8% 1.1% Total 977,849 1,023,607 4.7%

DEPOSIT MIX (YEAR - END) (IN THOUSANDS) 2013 2014 Balance Mix % Balance Mix % Growth Non - Interest Checking 144,195 14.7% 154,178 15.2% 6.9% Savings 119,380 12.2% 124,051 12.2% 3.9% Interest Bearing Checking 261,706 26.7% 253,041 24.9% - 3.3% Money Markets 115,924 11.8% 146,768 14.4% 26.6% Certificates 471,879 48.2% 401,281 39.5% - 15.0% Total 1,113,084 1,079,319 - 3.0%

DEPOSIT MIX (1 ST QTR) (IN THOUSANDS) 2014 2015 Balance Mix % Balance Mix % Growth Non - Interest Checking 148,856 15.2% 163,435 16.1% 9.8% Savings 126,794 12.9% 129,951 12.8% 2.5% Interest Bearing Checking 251,959 25.7% 254,142 25.0% 0.9% Money Markets 129,916 13.2% 148,576 14.6% 14.4% Certificates 447,436 45.6% 390,021 38.4% - 12.8% Total 1,104,961 1,086,125 - 1.7%

2015 - 2019 Strategic Plan Framework

Traction & Movement 2015 - 2019 is all about…

It’s the difference between moving forward and spinning our wheels. We could focus all we want on our processes, systems, and strategies, but if we don’t deliver the experience customers crave, we won’t get traction in our markets and won’t provide value to our stakeholders.

Our GPS

Where are we going? MutualVision How do we get there? MutualWay What are the rules of the road? MutualValues

MutualVision We exist to help people live better lives It’s the reason, beyond earning a paycheck, that we value the impact we make on a daily basis. While our specific route may change, our ultimate destination will not.

MutualWay The MutualWay is the framework that encompasses all activities associated with accomplishing the MutualVision . It’s our roadmap that ensures value in the delivery of products and services to all internal & external clients. It requires the following in everything we do: • Quality • Consistency • Flexibility • Compliance Consideration that ALL of our stakeholders (Shareholders , Customers , Employees, and Communities) have a vested interest in our success Utilizing creativity and technology to deliver simple solutions to complex needs An understanding of what our clients value to determine the most effective and efficient process to deliver that value

MutualValues MutualValues are our rules of the road. They’re our cultural identity and are lived out by our people. While the financial services industry is ever changing, how we treat our stakeholders will not.

CHARACTER Any success that jeopardizes our integrity is worthless. Even when it’s difficult , we exercise the highest standard of ethics and seek to do the right thing, always. COMPASSION People don’t care about how much you know until they know how much you care. In other words, compassion is THE prerequisite to building trusted, loyal, and beneficial relationships with balance to all stakeholders. COMPETITION Like the most successful athletes, the most successful companies, are highly competitive. Our ultimate reward is the satisfaction of knowing that we’ve done our absolute best. CLASS Every experience stakeholders have with us, whether it’s in person, with advertising or online, will impact their perception of MutualBank. Therefore , we ensure that every M utualBank touch - point maintains and improves our reputation in the marketplace.

Our Engine

Our engine is the combination of all of our business components required to deliver quality products and services. They provide the horsepower needed to help people live better lives. Risk Management

Risk Management They include: • Employees • Culture • Technology • Data • Delivery Systems • Infrastructure • Risk Management • Presence

Tires

Our tires are where the rubber meets the road. They are our delivery channels where customers interact with us and experience our products and services. We could know where we’re going and have the engine to get there, but if we don’t deliver the desired customer experience, we’re not going to get traction or move forward.

Financial Centers Phone

Online Mobile

Focus Areas

Our focus areas are the three broad categories of products and services we offer. They are the “lanes” we accelerate in and they all work together on the road to help people live better lives.

2015 - 2019 Strategic Plan Framework

EX-99.2

Exhibit 99.2

PRESS RELEASE

Date:	May 4, 2015
From:	MutualFirst Financial, Inc.
For Publication:	Immediately
Contact:	David W. Heeter
	(765) 747-2800

MutualFirst Financial Holds Annual Meeting

Muncie, Indiana – May 4, 2015 - MutualFirst Financial, Inc. (NASDAQ: MFSF), the holding company for MutualBank, held its sixteenth annual meeting of stockholders at the Bank’s headquarters on May 1, 2015. It was the 125^th annual meeting for MutualBank.

The company acted on three items of business during the annual meeting. The first order of business was to re-elect Patrick C. Botts, William V. Hughes, Jerry D. McVicker, and James D. Rosema for a term of three years to expire in 2018. The second order of business was the approval of an advisory (non-binding) resolution to approve executive compensation as disclosed in the Proxy Statement, and the third item of business was to ratify the appointment of BKD, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

Heeter commented, “2014 was a year of continued increased momentum. We are excited to get started on the execution of our new Strategic Plan which we believe will continue to enhance shareholder value.”

The following Directors were elected:

Patrick C. Botts. Mr. Botts has served as Executive Vice President of the Company and President and Chief Operating Officer of the Bank since November 2003. During the years prior to that appointment, he had served as the Executive Vice President, Vice President of Human Resources, Marketing and Administration and Vice President of Retail Lending for the Bank and has been employed by the Bank since 1986. Mr. Botts’ many years of service in all areas of the Bank’s operations and his duties as President of the Bank bring a special knowledge of the financial, economic and regulatory challenges the Company faces, and he is well suited to educating the Board on these matters.

William V. Hughes. Mr. Hughes has served as a partner in the law firm of Beasley & Gilkison, LLP, Muncie, Indiana, since 1977. That law firm serves as general counsel to the Bank. Mr. Hughes brings extensive legal knowledge to the Board, particularly with respect to Indiana real property law, commercial transactions, trusts and estates and business litigation. His legal background also serves the Board as a resource for matters of corporate governance and director responsibility.

Jerry D. McVicker. Mr. McVicker retired in 2003. Prior to that, he had served as an Administrator, Chief Executive Officer and Chief Operating Officer for Marion Community Schools since 1996. He had served as a director of Marion Capital Holdings, Inc., prior to its acquisition by the Company in 2000. He is the Chairman of the Company’s Compensation Committee. Mr. McVicker has many years of extensive management and administrative experience. His participation in our local business community for over 30 years brings knowledge of the local economy and business opportunities to the Bank.

James D. Rosema. Mr. Rosema is the founder and was the President of Rosema Corporation, an interior finishing company located in Muncie, Fort Wayne, and South Bend, Indiana, from 1972 until 2012. This successful business does approximately $15 million in business each year and currently has 120 employees. Mr. Rosema brings to the Board over 40 years of management and administrative skills, extensive experience in real estate development and construction, especially in the communities we serve. He also has experience in sales, personnel management and human resource matters from his outside business experience.

MutualFirst Financial, Inc. is the parent company of MutualBank, an Indiana-based financial institution since 1889. MutualBank has thirty full-service retail financial centers in Delaware, Elkhart, Grant, Kosciusko, Randolph, St. Joseph and Wabash Counties in Indiana. MutualBank has two offices located in Carmel and Crawfordsville, Indiana specializing in wealth management and trust services and a loan origination office in New Buffalo, Michigan. MutualBank also operates a wholly owned subsidiary named Summit Mortgage which operates out of Fort Wayne, Indiana. MutualBank provides a full range of financial services including commercial and business banking, personal banking, wealth management, trust services, investments and internet banking services. The Company’s stock is traded on the NASDAQ National Market under the symbol “MFSF” and can be found online at www.bankwithmutual.com.

Statements contained in this release, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those currently anticipated due to a number of factors, which include, but are not limited to factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time.