-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HG+ilzPw9CzdRq31JERNzo38V41bA1zidYHM1mZUnLQU3FLNo+63IV+SmSwETFZG 8hn3X76XrJayhTpK7NLaSA== 0000905729-10-000208.txt : 20100721 0000905729-10-000208.hdr.sgml : 20100721 20100721090828 ACCESSION NUMBER: 0000905729-10-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100716 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100721 DATE AS OF CHANGE: 20100721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 10961574 BUSINESS ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 989-839-5350 MAIL ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 8-K 1 chem8k_072110.htm CHEMICAL FINANCIAL FORM 8-K Chemical Financial Form 8-K (07/21/10)

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): July 16, 2010

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.)

 



333 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))






Item 5.02

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

                    On July 16, 2010, James R. Fitterling was appointed to the boards of directors of Chemical Financial Corporation (the "Corporation") and Chemical Bank effective July 20, 2010. Mr. Fitterling was also appointed to the Governance and Nominating Committee and the Compensation and Pension Committee of the board of directors of the Corporation.

                    Mr. Fitterling is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no agreement, arrangement or understanding pursuant to which Mr. Fitterling was appointed as a director.

                    Mr. Fitterling will be entitled to receive compensation for his service as a director consistent with the compensation paid to other directors as described in the Corporation's Proxy Statement for the Corporation's 2010 annual meeting of shareholders.

                    Effective July 20, 2010, Geoffery E. Merszei resigned from his positions as a director of the Corporation and Chemical Bank. There is no disagreement between the Corporation and Mr. Merszei known to an executive officer of the Corporation, as defined in 17 CFR 240.3b-7, on any matter relating to the Corporation's operations, policies or practices.

Item 7.01

Regulation FD Disclosure.

                    On July 21, 2010, the Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. The information disclosed under this Item 7.01 and the Exhibit are furnished to, and not filed with, the Commission.

Item 9.01

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits:

 

 

 

 

 

99.1

Press Release dated July 21, 2010. This Exhibit is furnished to, and not filed with, the Commission.



2


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:

July 21, 2010

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

 

 

/s/ Lori A. Gwizdala


 

 

     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer















3


EXHIBIT INDEX


Exhibit Number

 

Document

 

 

 

99.1

 

Press Release dated July 21, 2010. This Exhibit is furnished to, and not filed with, the Commission.













4

EX-99.1 2 chemex991_072110.htm CHEMICAL FINANCIAL EXHIBIT 99.1 TO FORM 8-K Chemical Financial Exhibit 99.1 to Form 8-K - 07/21/10

EXHIBIT 99.1

PRESS RELEASE

 

NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATE

DATE:

July 21, 2010

 

 

CONTACT:

DAVID B. RAMAKER

 

(989) 839-5350

JAMES R. FITTERLING NAMED TO CHEMICAL FINANCIAL
CORPORATION BOARD OF DIRECTORS

          Midland, MI ... July 21, 2010 ... Chemical Financial Corporation today announced that James R. Fitterling, senior vice president of corporate development, The Dow Chemical Company, was appointed to the Board of Directors of Chemical Financial Corporation. He was also appointed to the Governance and Nominating Committee and the Compensation and Pension Committee. Mr. Fitterling replaces Geoffery E. Merszei, executive vice president, The Dow Chemical Company, who resigned from the Board of Directors because he has moved to a new role as President of Dow Europe, Middle East and Africa and Chairman of Dow Europe and has relocated to Dow's European headquarters in Horgen, Switzerland. The Board remains at 15 members.

          "We are delighted that Jim has accepted this directorship. His demonstrated leadership skills, international business experience and corporate development expertise will be a tremendous asset to our Company as we continue to expand our presence in southwestern Michigan," said David B. Ramaker, Chairman of the Board, Chief Executive Officer and President, Chemical Financial Corporation. "On behalf of the Board of Directors and all of us in the Chemical Bank family, I would also like to thank Geoffery Merszei for his dedicated service to the Company. His valuable counsel and keen advice will be missed. We wish Geoffery and his family all the best in his new responsibilities," said Ramaker.

          Mr. Fitterling joined Dow in 1984. After serving in a variety of sales, marketing and supply chain positions in Liquid Separations, he was named commercial director for Liquid Separations, Dow Pacific. In 1998 he was appointed global business director for Liquid



Separations and CEO of FilmTec, a wholly owned subsidiary of The Dow Chemical Company. In 2000, he was named general manager for Dow Thailand and managing director for SCC-Dow Group of joint venture companies. Two years later he became CEO of the OPTIMAL Group, affiliates of Petroliam Nasional Berhad (PETRONAS), Malaysia's state-owned oil corporation and The Dow Chemical Company. He added responsibility for the Southeast Asia and Australia region in 2004. Mr. Fitterling was named business vice president for Polyethylene in 2005, president, Basic Plastics in 2007 and was appointed to his current position in 2009. He was named senior vice president of corporate development in April, 2010. Mr. Fitterling is currently a member of the Executive Leadership Committee, the Management Committee and the Strategy Board of The Dow Chemical Company. He also serves as chairman of the board of directors of Univation Technologies LLC and president of the Midland Country Club board of directors. A graduate of the University of Missouri, Columbia, with a bachelor's degree in mechanical engineering, Mr. Fitterling resides in Midland.

          Chemical Financial Corporation is the third-largest bank holding company headquartered in Michigan. The Corporation operates 143 banking offices spread over 32 counties in the lower peninsula of Michigan. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC.

#          #          #

-----END PRIVACY-ENHANCED MESSAGE-----