0000702325-14-000037.txt : 20140826 0000702325-14-000037.hdr.sgml : 20140826 20140826172106 ACCESSION NUMBER: 0000702325-14-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140820 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MIDWEST BANCORP INC CENTRAL INDEX KEY: 0000702325 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 363161078 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10967 FILM NUMBER: 141065961 BUSINESS ADDRESS: STREET 1: ONE PIERCE PLACE STREET 2: SUITE 1500 CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 6308757450 MAIL ADDRESS: STREET 1: ONE PIERCE PLACE STREET 2: SUITE 1500 CITY: ITASCA STATE: IL ZIP: 60143 8-K 1 fmbi082620148-k.htm 8-K FMBI 08.26.2014 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) August 20, 2014
 
 
 
 
First Midwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware 
(State or other jurisdiction
of Incorporation)
0-10967 
(Commission
File Number)
36-3161078 
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
 
 
One Pierce Place, Suite 1500, Itasca, Illinois 
(Address of principal executive offices) 


60143-1254 
(Zip Code)
 
 
 
 
(630) 875-7450 
(Registrant's telephone number, including area code) 


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 (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 August 20, 2014, upon the recommendation of the Nominating and Corporate Governance Committee of First Midwest Bancorp, Inc. (the “Company”), the Board of Directors of the Company appointed Mark S. Sander as a director of the Company, effective as of the same date. He was appointed to the class of directors whose term will expire in 2015 and will stand for re-election as a director of the Company at its 2015 annual meeting of stockholders. Mr. Sander currently serves as the Company’s Senior Executive Vice President and Chief Operating Officer, and is a director and the President of First Midwest Bank, the Company’s primary subsidiary. He will continue to report to Michael L. Scudder, President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of First Midwest Bank.
There is no arrangement or understanding between Mr. Sander and any other person according to which Mr. Sander was appointed to the Company’s Board of Directors. A description of the Company’s employment arrangements with Mr. Sander is contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2014 (the “Proxy Statement”), and such description is incorporated by reference herein. Mr. Sander will continue to be compensated in accordance with the compensation programs disclosed in the Proxy Statement and will not receive any additional compensation for his service as a director of the Company.
Mr. Sander was not appointed to any committees of the Board of Directors, nor does he have a relationship or any related party transactions with the Company required to be disclosed under Item 404(a) of Regulation S-K. In connection with this appointment, the Board of Directors increased the size of the Board to thirteen directors.
A copy of the press release announcing Mr. Sander’s appointment to the Company’s Board of Directors is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d)    Exhibits
99.1     Press Release issued by First Midwest Bancorp, Inc. dated August 26, 2014.

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.

 
 
FIRST MIDWEST BANCORP, INC.
 
 
(Registrant)
 
 
 
 
 
 
Date:
August 26, 2014
/s/ NICHOLAS J. CHULOS
 
 
By: Nicholas J. Chulos
Executive Vice President, Corporate Secretary, and General Counsel
 
 



EX-99.1 2 fmbi08262014ex-991.htm EX-99.1 FMBI 08.26.2014 Ex-99.1


 
 
 
 
 
Exhibit 99.1

First Midwest Bancorp, Inc.
News Release
First Midwest Bancorp, Inc.
One Pierce Place, Suite 1500
Itasca, Illinois 60143-9768
(630) 875-7450

 
 
 
 
FOR IMMEDIATE RELEASE
 
 
 
 
 
 
CONTACT:
Paul F. Clemens
(Investors)
EVP and Chief Financial Officer
(630) 875-7347
paul.clemens@firstmidwest.com
James M. Roolf
(Media)
SVP and Corporate Relations Officer
(630) 875-7533
jim.roolf@firstmidwest.com
 
 
 
TRADED:
NASDAQ Global Select Market
 
 
 
 
SYMBOL:
FMBI
 

FIRST MIDWEST BANCORP'S BOARD APPOINTS
CHIEF OPERATING OFFICER MARK SANDER AS A DIRECTOR

ITASCA, ILLINOIS, August 26, 2014 - First Midwest Bancorp, Inc. (“First Midwest” or the “Company”) (NASDAQ NGS: FMBI) announced today the appointment of Mark G. Sander to its Board of Directors. He currently serves as the Company’s Senior Executive Vice President and Chief Operating Officer and is a director and the President of First Midwest Bank, the Company’s primary subsidiary.

Mr. Sander joined First Midwest in June, 2011 and has 34 years of commercial banking experience, with over 25 years in senior leadership positions.

“We are extremely pleased to have Mark join our Board of Directors,” said Michael L. Scudder, President and Chief Executive Officer of the Company, as well as Chairman and Chief Executive Officer of First Midwest Bank. “Since joining us, Mark has been integral in the development and execution of our corporate strategies and has contributed significantly to our success. This appointment will enable Mark to provide additional insight and value to us as a director of the Company.”

Mr. Sander was appointed to the class of directors whose term will expire in 2015 and will stand for re-election as a director of the Company at its 2015 annual meeting of stockholders.

About First Midwest

First Midwest, with assets of approximately $9.0 billion, is the premier relationship-based financial institution in the dynamic Chicagoland banking market. As one of Illinois’ largest independent bank holding companies, First Midwest, through its subsidiary bank and other affiliates, provides a full range of business and retail banking and wealth management services through approximately 100 banking offices located in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest has been recognized by J.D. Power as having the “Highest Customer Satisfaction with Retail Banking in the Midwest Region” according to the 2014 Retail Banking Satisfaction StudySM. First Midwest’s website is www.firstmidwest.com.




GRAPHIC 3 fmblogoa01.jpg FMBI LOGO begin 644 fmblogoa01.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0`617AI9@``24DJ``@```````````#_ MVP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+#!D2$P\4'1H?'AT:'!P@)"XG("(L M(QP<*#7J#A(6&AXB)BI*3E)66EYB9 MFJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?H MZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0````````$"`P0%!@<("0H+ M_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q!A)!40=A<1,B,H$(%$*1 MH;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y.D-$149'2$E*4U15 M5E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4E9:7F)F:HJ.DI::G MJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/DY>;GZ.GJ\O/T]?;W M^/GZ_]H`#`,!``(1`Q$`/P#W^BBB@`HHHH`**K_;[/\`M'^SOM<'V[RO/^S> M8/,\O.W?MZ[<\9Z9K'L_$G_$C;4;Z/\`YBLFGJL"_P#3ZUM&3D_[I8_7`Z"@ M#H****`"BBB@`HHHH`****`"N7\3^.M+\,ZMH^D2GS]3U6[A@AMD;!1'D"&5 MO11DX_O$8'1BIXZ\3W_AG0S+I&AWVKZG-E+>&VMI)40_WY"HX49'&06Z#'++ M\X:!H'CC4?B=HVMZWH>N23/JMO-?\+U_M'[)/\`8?\`A&O(^T^6?+\S[3NV M;NF['..N*/L%Y_PA_D?9)_._X27S_+\L[O+_`+6\S?C^[L^;/3;STH`Y?XB? M%+4?`7Q.TVUD7[3H4NGI)000<$5X!\??#6O:SXZL;C2]$U*^@73(T:2UM7 ME4-YLIP2H(S@@X]Q6/\`#/4?'W@#5"C^$_$%SHMPX-U:#3Y<@]/,CRN`X';H MP&#T!4`^HZ*C@F6YMXIT$@21`ZB2-D8`C/*L`5/L0".]24`%%%%`!7%^.?B- MH_A!)+"74;2#6I+<36L5W%.8L%BH9FB1C@%6X')QC(SFNTKPOX@^'[:T\2S7 MEW\*KOQ"]Z[2?;;+6+N4G!P`Z*G[L[=N%^Z!PI.TX`/.)_$&O7-Q+._QG+XJTAD^"FLZ>XO82M[)>7 MC+;G>/WA#)@A>N#QQS0!Z'X6\=75YXW\0:/J6N:'-8Z;]KE_=Q3Q3P(DP`\U MW18MJ*=I*D]`H*9([9KK/"NJPQ^%?#UC<>'=?VC'_P`(O_PCGV'RAO\` M[3\_S/,RW)Z_9ODW9SU^;&.V*Q_P#BF/\`J>?_`"MT`7-*/Q-75+?_`/%,?]3S_P"5NNLT33+.QM_/LY-29+E$?%_= MW$K`8R/EG8E#SR,`^O3@`U****`"HYX5N;>6!S($D0HQCD9&`(QPRD%3[@@C MM4E%`'SYXH\$>-M#U1POQ6CL]/F=C9G5M=F@E=1C((Q@E<@$CKP<#.!7\-:5 MXJC\5:0]Q\6M&OH%O83):1^(Y96G7>,H$(PQ8<8[YQ7O^JZ58ZYI=QIFIVT= MS9W";)8GZ,/Y@@X((Y!`(P17S1J/PSOO`'Q7\,NADN=%N-8MA:W9'(/FJ?+D MQP'`[]&`R,8(4`[^PL->7Q5XY=_B#ILT$ME?BUM%UEV;3F+C8[IC$0C'!(^[ MT%%M8:\-.^'@;X@Z:[PWLIO)!K+D:HOVA"$C./WQ"Y3!Z$X[UPFC_P#)0_BU M_P!@K6/_`$:*+'_D!_!3_L*W'_I;'0!Z/JGBOQQ82Z^=.UKP-J$.F?:KHVS3 MRO>1P(S':Z(0`RC"=N0,DGD^W MBDFGETS5TCCC4LSL9@``!R23QBNK^#WP>_LK[/XF\36W_$PXDLK&1?\`CV]) M)!_ST]%_AZGYON`'I'@6]\6:GH8O_%EK8V5Q/AH+2VB='B3UDW.WS'CY>-O? MDD+U%%%`!1110`4444`%1S00W*!)XHY4#JX5U#`,K!E//<,`0>Q`-244`>)Z MG\.;[PQK/CWQ&+J.ZT_5="U-RP78T$KL'$9&3N&W.&'H<@<9XRQ_Y`?P4_[" MMQ_Z6QU]-SP0W5O+;W$44N$`[L<*23TQ@="6KZ?\2+J[U$QS>'+ZVACN[:UN4E>!9+3SS^Y=U\W>=X MD@RNP;#YGS,5Q7H%8=OX5T^VU1KM5C,&Q5BLOLEN(H2OE;60B,/D>1%C+$#8 HN!\J[0#