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 6, 2016        

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 4, 2016. Holders of record of the Company’s Common Stock at the close of business on March 7, 2016 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 2019:	FOR	VOTE WITHHELD	Broker Non-Votes
David W. Heeter	4,546,514	464,271	1,544,449
Edward C. Levy	4,543,695	467,090	1,544,449
Michael J. Marien	4,522,833	487,952	1,544,449
James R. Schrecongost	4,302,918	707,867	1,544,449

	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.	4,170,937	529,058	234,034	1,544,449
	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, 2016.	6,459,257	10,988	18,896	-0-

As a result of these votes, David W. Heeter, Edward C. Levy, Michael J. Marien and James R. Schrecongost were duly elected as directors of the Company for terms to expire in 2019; 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, 2016 was ratified.

Item 7.01.  Regulation FD Disclosure

On May 4, 2016, 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 6, 2016, the Company issued a press release announcing the actions taken at the 2016 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 dated May 4, 2016

99.2 Press release dated May 6, 2016

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 6, 2016	By:	/s/ David W. Heeter
			David W. Heeter

EXHIBIT INDEX

Exhibit No.	Description
99.1	Financial presentation dates May 4, 2016
99.2	Press release dated May 6, 2016

EX-99.1

Exhibit 99.1

2016 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 Symbol: MFSF

2015 ADDITIONS Symbol: MFSF

2015 ADDITIONS Symbol: MFSF

2015 NON - RE CONSUMER LOAN GROWTH 26.7 % Symbol: MFSF

2015 COMMERCIAL LOAN GROWTH 17.5 % Symbol: MFSF

2015 NET CHARGE OFFS .06 % Symbol: MFSF

2015 TANGIBLE BOOK VALUE $0.99 to $18.11 per share Symbol: MFSF

2015 COMMON STOCK DIVIDEND 50.0 % Symbol: MFSF

2016 ADDITIONS Symbol: MFSF

2016 UPDATE Jon Kintner Board Member Symbol: MFSF

Momentum

MOMENTUM (YEAR - END) 2011 2012 2013 2014 2015 ROA 0.24% 0.50% 0.66% 0.79% 0.85% ROE 1.39% 5.47% 7.42% 9.42% 9.49% Margin 3.16% 3.05% 3.13% 3.26% 3.22% TCE 7.05% 7.62% 7.91% 8.72% 9.11% Diluted EPS $0.20 $0.82 $1.09 $1.49 $1.62 Common Stock Dividend $0.24 $0.24 $0.24 $0.32 $0.48 Stock Price $7.07 $11.43 $17.13 $21.88 $24.80 TBV $14.38 $15.33 $15.46 $17.12 $18.11 NPA 2.75% 2.21% 1.22% 0.75% 0.65% Symbol: MFSF

MOMENTUM (1 ST QTR) 2011 2012 2013 2014 2015 2016 ROA - 0.19% 0.40% 0.56% 0.58% 0.70% 0.63% ROE - 4.86% 4.17% 5.95% 7.18% 7.91% 6.92% Margin 3.14% 3.03% 3.07% 3.26% 3.20% 3.13% TCE 6.72% 7.14% 7.72% 8.11% 8.95% 9.24% Diluted EPS $( 0.17) $0.15 $0.22 $0.27 $0.33 $0.31 Quarterly Dividend $0.06 $0.06 $0.06 $0.06 $0.12 $0.14 Stock Price $9.20 $9.76 $14.35 $19.00 $23.05 $25.20 TBV $13.51 $14.68 $15.40 $15.76 $17.33 $18.54 NPA 2.69% 2.62% 2.25% 1.12% 0.72% 0.59% Symbol: MFSF

LOAN MIX (YEAR - END) (IN THOUSANDS) 2014 2015 Balance Mix % Balance Mix % Growth Mortgage 511,361 50.3% 488,901 45.2% - 4.4% Commercial 319,595 31.4% 375,682 34.8% 17.5% Non - RE Consumer 114,657 11.3% 145,272 13.4% 26.7% RE Consumer 71,073 7.0% 70,990 6.6% - 0.1% Total 1,016,686 1,080,845 6.3% Symbol: MFSF

LOAN MIX (1 st QTR) (IN THOUSANDS) 2015 2016 Balance Mix % Balance Mix % Growth Mortgage 506,746 49.5% 482,672 44.4% - 4.8% Commercial 326,511 31.9% 385,207 35.4% 18.0 % Non - RE Consumer 120,679 11.8% 148,101 13.6% 22.7% RE Consumer 69,671 6.8% 70,911 6.5% 1.8% Total 1,023,607 1,086,891 6.2% Symbol: MFSF

DEPOSIT MIX (YEAR - END) (IN THOUSANDS) 2014 2015 Balance Mix % Balance Mix % Growth Non - Interest Checking 154,178 14.3% 179,542 16.5% 16.5% Savings 124,051 11.5% 131,578 12.1% 6.1% Interest Bearing Checking 253,041 23.4% 267,089 24.5% 5.6% Money Markets 146,768 13.6% 162,551 14.9% 10.8% Certificates 401,281 37.2% 350,622 32.1% - 12.6% Total 1,079,319 1,091,382 1.1% Symbol: MFSF

DEPOSIT MIX (1 ST QTR) (IN THOUSANDS) 2015 2016 Balance Mix % Balance Mix % Growth Non - Interest Checking 163,435 15.0% 192,310 17.3% 17.7% Savings 129,951 12.0% 135,077 12.5% 3.9% Interest Bearing Checking 254,142 23.4% 263,059 23.6% 3.5% Money Markets 148,576 13.7% 168,091 15.1% 13.1% Certificates 390,021 35.9% 355,386 31.9% - 8.9% Total 1,086,125 1,113,923 2.6% Symbol: MFSF

YEAR ONE RESULTS Symbol: MFSF

Focus Area Goals COMMERCIAL & BUSINESS BANKING Symbol: MFSF

Commercial Loan Balances Symbol: MFSF 2014 2015 2016 Actual $319,595 $375,682 $385,207 Budget $348,210 $431,237 Strategic Plan Projection $348,210 $390,343 (IN THOUSANDS)

Commercial Loan Balances – Year One Symbol: MFSF 17.5%

Focus Area Goals PERSONAL BANKING Symbol: MFSF

Consumer Loan Balances Symbol: MFSF 2014 2015 2016 Actual $185,730 $216,262 $219,012 Budget $205,730 $246,262 Strategic Plan Projection $205,730 $225,730 (IN THOUSANDS)

Consumer Loan Balances – Year One Symbol: MFSF 16.4%

Mortgage Market Share Symbol: MFSF 2013 2014 Allen 4.76% 5.03% Delaware 13.27% 14.53% Elkhart 2.26% 1.69% Grant 13.92% 12.74% Kosciusko 5.86% 5.82% Randolph 10.66% 8.26% St. Joseph 4.53% 3.17% Wabash 2.43% 1.47%

Checking Accounts Symbol: MFSF 2014 2015 2016 Actual 44,025 46,484 47,234 Budget 46,226 48,734 Strategic Plan Projection 46,226 48,427

Checking Accounts – Year One Symbol: MFSF 5.6%

MutualFinancial Revenue Symbol: MFSF 2014 2015 Actual $1,252,000 $982,475 Budget $1,400,000 Strategic Plan Projection $1,400,000

Focus Area Goals WEALTH MANAGEMENT Strategic Plan

MutualWealth Revenue Symbol: MFSF 2014 2015 Actual $3,494,000 $3,510,167 Budget $3,675,000 Strategic Plan Projection $3,675,000

MutualWealth Revenue – Year One Symbol: MFSF 0.46%

MutualWealth Operating Margin greater than 30% 27.54% 2015 Actual Symbol: MFSF

Earnings Per Share Symbol: MFSF

Basic Earnings Per Share (EPS) Symbol: MFSF 2012 2013 2014 2015 Actual $0.83 $1.12 $1.51 $1.66 Budget $0.80 $0.88 $1.15 $1.47 Strategic Plan Projection $1.47

Thank You

EX-99.2

Exhibit 99.2

PRESS RELEASE

Date:	May 6, 2016
From:	MutualFirst Financial, Inc.
For Publication:	Immediately
Contact:	David W. Heeter
	(765) 747-2800

MutualFirst Financial Holds Annual Meeting

Muncie, Indiana – May 6, 2016 – MutualFirst Financial, Inc. (NASDAQ: MFSF), the holding company for MutualBank, held its seventeenth annual meeting of stockholders at the Bank’s headquarters on May 4, 2016. It was the 126^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 David W. Heeter, Edward C. Levy, Michael J. Marien and James R. Schrecongost as directors for a term of three years. 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 for the fiscal year ending December 31, 2016.

CEO Heeter commented, “2015 continued our Company’s earnings momentum. We also recognize Director Jon Kintner as being an outstanding Board member and we thank him and wish him the best in his retirement.” At the organizational meetings of the Company and the Bank, Resolutions were approved reducing the size of the Boards to twelve directors.

The following directors were elected:

David W. Heeter. Mr. Heeter has served as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank since 2003. During the years prior to that appointment, he had served as Executive Vice President of the Company and the Bank and as Chief Operating Officer and Vice President of Human Resources, Marketing and Administration of the Bank. He has been employed by the Bank since 1986. Mr. Heeter’s many years of service in all areas of the Bank’s operations and his duties as Chief Executive Officer 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.

Edward C. Levy. Mr. Levy has been an officer and owner of Freeman-Spicer Financial Services, Inc., a business finance and leasing company, and Freeman-Spicer Accounting Services, Inc., a small business accounting and computerization company for more than five years and is a 50% owner and managing partner in two real estate partnerships. During 2010, he became chairman of One-Touch Automation, Inc., a company engaged in home and business automation and security systems in Indiana. He is a partner in CVM Productions, Inc., a video production company specializing in corporate marketing and advertising videos and live sports broadcasting for network distribution. Mr. Levy is also president of Visible Electronics, Inc. a lighting and electronic company. The company has also developed lifts for the RV Industry. He had served as a director of MFB Corp. and its banking subsidiary for three years prior to their acquisition by the Company in 2008. Mr. Levy’s extensive knowledge of investments, insurance and these regulated industries supports the Board’s and Trust Committee’s knowledge in these areas. He also brings that understanding of regulations to the Audit/Compliance Committee. Mr. Levy’s background in finance, real estate and management is also important to his service on our Audit/Compliance Committee.

Michael J. Marien. Mr. Marien is employed by R. W. Baird, a registered broker/dealer and investment advisor firm. He has an active FINRA Series 7 License and Series 66 Indiana License. He retired in 2009 as Account Manager for IT/Signode Corp., a division of Illinois Tool Works (packaging of steel industry products and services, Glenview, Illinois), after 40 years of service. He had served as a director of MFB Corp. and its banking subsidiary for 21 years and was chairman of the board of MFB Corp. for five years prior to the acquisition by the Company in 2008. Mr. Marien brings his prior knowledge of the trust business of MFB Corp. to his service on our Trust Committee. His participation in our local business community for 30 years brings knowledge of the local economy and business opportunities to the Bank.

James R. Schrecongost. Mr. Schrecongost is a retired bank executive with over 40 years of financial institution management experience. Since retiring in 2001, he has served as chairman and a director of the wealth management subsidiary of Old National Bancorp in Indiana until 2010. Old National Bancorp is a public company with securities registered with the SEC. Mr. Schrecongost was the vice chairman, president and chief executive officer of ANB Corporation, which owned and managed three banks and a trust company in Indiana before it was acquired by Old National Bancorp in 2000. Mr. Schrecongost’s extensive experience in the banking and trust company business and management, financial and analytical skills and knowledge of our market area are important to his service on the Board.

MutualFirst Financial, Inc. is the parent company of MutualBank, an Indiana-based financial institution since 1889. MutualBank has thirty-one full-service retail financial centers in Allen, Delaware, Elkhart, Grant, Kosciusko, Randolph, St. Joseph and Wabash Counties in Indiana. MutualBank has two offices located in Fishers 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 mortgage banking 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.” Additional information 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 Litigation 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.