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): October 30, 2017

MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland	001-36599	36-4460265
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
800 West Madison Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:  (888) 422-6562
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:

[   ] 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 (17CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MB Financial, Inc. (the “Company”), announced today that upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board of Directors will increase the number of directors of the Company from 12 to 13 and appoint Mark A. Hoppe to the newly created directorship in December 2017. Mr. Hoppe, age 63, is Co-Chairman, President and Chief Executive Officer of the Company’s bank subsidiary, MB Financial Bank, N.A. (the “Bank”). Mr. Hoppe will join Mitchell Feiger, the President and Chief Executive Officer of the Company, as the only non-independent directors on the Board of Directors. A copy of the press release issued by the Company announcing the appointment of Mr. Hoppe as a director of the Company is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On October 30, 2017, the Company and the Bank entered into an amended employment agreement with Mr. Hoppe (the “Amended Employment Agreement”). The Amended Employment Agreement, which extends Mr. Hoppe’s employment with the Bank to December 31, 2022, amends and restates the employment agreement with Mr. Hoppe which became effective in August 2014 upon the closing of the Company’s acquisition of Taylor Capital Group, Inc. and merger of Cole Taylor Bank into the Bank. Mr. Hoppe served as President and Chief Executive Officer and as a director of Taylor Capital and Cole Taylor Bank from March 2010 until the merger in August 2014.

Under the Amended Employment Agreement, Mr. Hoppe will continue to serve in his current positions reporting to Mr. Feiger and the Bank’s board of directors and on the Bank’s strategic operating, management and loan committees. Effective January 1, 2018, Mr. Hoppe’s base salary will be $450,000 and his target annual incentive and target annual long-term incentive awards will be 75% and 80% of base salary, respectively. He will continue to participate in the Company’s and Bank’s compensation plans and programs, remains eligible to receive severance benefits under the Amended Employment Agreement in the event of a qualifying termination of employment, and is subject to confidentiality and restrictive covenants. No golden parachute excise tax or other tax gross-ups are provided under the Amended Employment Agreement.

Information relating to the Company’s compensation programs for its executive officers can be found in the proxy statement for the Company’s May 23, 2017 annual meeting of stockholders which was filed with the SEC on April 7, 2017.

The foregoing description of the Amended Employment Agreement is a summary and is qualified in its entirety by the complete terms of the agreement which the Company intends to file as an exhibit to its annual report on Form 10-K for the year ended December 31, 2017.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being filed herewith:

99.1 Press release dated October 31, 2017

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.

		MB FINANCIAL, INC.
Date:	October 31, 2017	By:	/s/Randall T. Conte
			Randall T. Conte
			Vice President and Chief Financial Officer
			(Principal Financial Officer)

EXHIBIT INDEX

Exhibit NumberDescription of Exhibit

99.1Press release dated October 31, 2017

EX-99.1

EXHIBIT 99.1

MB Financial, Inc.

800 West Madison Street

Chicago, Illinois 60607

(888) 422-6562

NASDAQ: MBFI

PRESS RELEASE

For Information at MB Financial, Inc. contact:

Berry Allen - Investor Relations

E-Mail: beallen@mbfinancial.com

FOR IMMEDIATE RELEASE

Mark Hoppe to Become Member of MB Financial, Inc. Board of Directors

CHICAGO, IL (October 31, 2017) - MB Financial, Inc. (NASDAQ: MBFI), announced today that its Board of Directors will appoint Mark A. Hoppe to the Board in December 2017. Mr. Hoppe is currently the President, Chief Executive Officer and Co-Chairman of the Board of MB Financial’s subsidiary, MB Financial Bank, N.A., positions he has held since MB Financial acquired Taylor Capital and Cole Taylor Bank in August 2014.

“Mark is a 40 year veteran in banking with unmatched experience. We are truly fortunate to have someone of Mark’s talent, drive and deep connections to our communities on the Board,” said Mitch Feiger, CEO of MB Financial, Inc.

Hal Harvey, Chairman of the Board of Directors, said, “Mark’s experience building banks will, without any doubt, be an asset as MB continues to grow. We all are looking forward to the impact Mark will make.”

“I am honored to become a Board Member,” said Mark Hoppe. “Having worked closely with Hal, Mitch and the rest of the Board for the last 4 years, I greatly admire their leadership and am grateful for this additional opportunity to serve MB.”

Upon Mr. Hoppe’s appointment, the number of members of MB Financial’s directors will increase to 13. The Board of Directors will remain overwhelmingly independent, as Mr. Hoppe joins Mr. Feiger as the only non-independent members of the Board.

In addition to his positions at MB Financial, Mr. Hoppe has served as CEO of Taylor Capital, CEO of LaSalle Bank Midwest, as well as a number of executive roles at LaSalle Bank. Today he serves on the Board of Directors for Ann & Robert H. Lurie Children’s Hospital of Chicago and on the Board of Advisors and Executive Committee for Catholic Charities of the Archdiocese of Chicago. He is a member of the Board of Trustees and Finance Committee of Window to the World Communications, Inc. (“WTTW/WFMT”), Executive Committee Member of DePaul University’s Center for Financial Services, and the American Cancer Society’s CEOs Against Cancer.

MB Financial, Inc. is the Chicago-based holding company for MB Financial Bank, N.A. which has approximately $20 billion in assets and a more than one hundred year history of building deep and lasting relationships with middle-market companies and individuals. MB offers a full range of powerful financial solutions and the expertise and experience of bankers who are focused on their clients’ success. Learn more about MB Financial, Inc. at www.mbfinancial.com.

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This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in MB Financial, Inc.’s filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and MB Financial, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the dates on which the forward-looking statements are made.