425

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):		December 15, 2017
FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware	0-13368		37-1103704
(State of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1421 CHARLESTON AVENUE
Mattoon, Illinois 61938
(Address and Zip Code of Principal Executive Offices)
(Registrant’s Telephone Number, including Area Code): (217) 234-7454

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:

[X ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [ ]

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. [ ]

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

Effective as of December 15, 2017, the Compensation Committee of the Board of Directors of First Mid-Illinois Bancshares, Inc. (the “Company”) approved the accelerated vesting of all of the outstanding restricted stock unit awards held by its executive officers, including its named executive officers.  The outstanding awards were granted in January of 2015, 2016 and 2017 under the Company’s 2007 Incentive Stock Plan, and they generally would have vested at the end of a three year performance period ending on December 31, 2017, 2018 and 2019, respectively, based on the level of attainment of pre-established performance goals.  In settlement of the outstanding awards, each award holder will receive 90% of the number of shares of the Company’s common stock issuable if the performance goals had been attained at the maximum levels, together with the dividend equivalents that have accrued with respect to such shares.

The named executive officers, and the number of shares issuable pursuant to the vested units are:

Joseph R. Dively Chairman, President and Chief Executive Officer	15,444 shares
Michael L. Taylor Senior Executive Vice President and Chief Financial Officer	7,595 shares
Eric S. McRae Executive Vice President	5,056 shares
Bradley L. Beesley Executive Vice President	3,163 shares

The decision to accelerate the vesting of these awards was made in connection with the redesign of the Company’s long-term incentive compensation program.

Each executive holding outstanding stock unit awards executed an agreement substantially in the form filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(d)   Exhibits

Exhibit 10.1     Agreement to Accelerate the Vesting of the First Mid-Illinois Bancshares, Inc. Stock Unit Awards.

SIGNATURE

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.

FIRST MID-ILLINOIS BANCSHARES, INC.

Dated: December 19, 2017

By:

Joseph R. Dively

Chairman and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
10.1	Agreement to Accelerate the Vesting of the First Mid-Illinois Bancshares, Inc. Stock Unit Awards.

EX-10.1

Exhibit 10.1

AGREEMENT TO ACCELERATE THE VESTING OF THE

FIRST MID-ILLINOIS BANCSHARES, INC. STOCK UNIT AWARDS

This Agreement is between _______________________ (the “Employee”) and First Mid-Illinois Bancshares, Inc. (the “Company”). The parties agree as follows:

1.The Employee and the Company have previously entered into one or more award agreements (the “Award Agreements”), pursuant to which the Employee has been granted the following outstanding stock unit awards (the “Awards”) relating to shares of the common stock of the Company (the “Shares”):

Award Agreement Date	Target Number of Shares Subject to Award:	Maximum Number of Shares Subject to Award	90% of Maximum Number of Shares Subject to Award:
[__]	[__]	[__]	[__]
[__]	[__]	[__]	[__]
[__]	[__]	[__]	[__]

2.Effective as of December 15, 2017, the Company will cause each of the Awards listed in Section 1 to accelerate and vest at 90% of the maximum number of Shares subject to each respective Award (the “Vested Shares”).

3.The Company will withhold from the Vested Shares a number of Shares sufficient to satisfy the Employee’s tax withholding obligation with respect to the Vested Shares. The Company will distribute (i) the net remaining Vested Shares and (ii) the cash value of any dividend equivalents payable with respect to the Vested Shares to the Employee in full settlement of each Award. This distribution shall be made as soon as possible after the date of this Agreement, but no later than March 15^th, 2018.

4.As of the effective date of this Agreement and subject to the payment of the amounts described in Section 3, the Employee acknowledges that he or she has no further right to receive any other Shares, other sums of money or other benefits pursuant to the Award Agreements or the Awards listed in Section 1, except as expressly stated in this Agreement.

IN WITNESS WHEREOF, this Agreement is executed by the parties as of the date set forth below, to be effective as of the 15^th day of December, 2017.

First Mid-Illinois Bancshares, Inc. By: ______________________________ Date: _____________________________ ______________________________________ Employee Date: _________________________________