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 7, 2020

(Exact name of registrant as specified in its charter)

Delaware	0-10967	36-3161078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois		60631
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (708) 831-7483

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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.01 par value	FMBI	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 7.01 Regulation FD Disclosure.

On May 7, 2020, First Midwest Bancorp, Inc. (the “Company”) issued a press release announcing that, in light of the heightened priority the Company places on the health, safety and well-being of its stockholders and colleagues as a result of the coronavirus (COVID-19) pandemic, and taking into account the related governmental directives and guidance, the location of the Company’s 2020 Annual Meeting of Stockholders has changed and will be held in a virtual meeting format only. As previously announced, the 2020 Annual Meeting of Stockholders will be held on Wednesday, May 20, 2020, at 9:00 a.m., Central time. However, stockholders will not be able to attend the Annual Meeting in person. Rather, stockholders may attend the annual meeting only via remote communication. The press release, dated May 7, 2020, is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The information set forth in this Current Report on Form 8-K (including the information in Exhibit 99.1) is being furnished to the Securities and Exchange Commission and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under the Exchange Act. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.
	99.1	Press Release issued by First Midwest Bancorp, Inc. dated May 7, 2020.
	104.0	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

- 1 -

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.
Date:	May 7, 2020	By:	/s/ Nicholas J. Chulos
			Nicholas J. Chulos Executive Vice President, General Counsel and Corporate Secretary

- 2 -

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FIRST MIDWEST BANCORP, INC. ANNOUNCES CHANGE TO VIRTUAL
2020 ANNUAL MEETING OF STOCKHOLDERS

CHICAGO, IL, May 7, 2020 –  First Midwest Bancorp, Inc. (the “Company” or “First Midwest”) today announced that its 2020 Annual Meeting of Stockholders will be held in a virtual meeting format to protect the health, safety and well-being of its stockholders and colleagues during the coronavirus (COVID-19) pandemic, and taking into account related governmental directives and guidance. As such, stockholders will not be able to attend the annual meeting in person.  The annual meeting will continue to be held, as previously announced, on Wednesday, May 20, 2020, at 9:00 a.m. Central time.

Stockholders of record as of the close of business on March 27, 2020, the record date for the annual meeting, may attend the meeting at www.meetingcenter.io/253702787 (meeting password: FMBI2020) by logging in and entering the control number found on the proxy card previously distributed. Once admitted to the annual meeting, stockholders should follow the instructions on the website.

Additional information regarding participation at the annual meeting will be available at www.firstmidwest.com/investorrelations and in the Company’s supplement to its proxy statement filed with the Securities and Exchange Commission.

The Company encourages stockholders to vote their shares via the Internet, by telephone or by mail, as described in the proxy statement and on the proxy card sent to stockholders, even if they plan to attend the annual meeting virtually.  By voting in advance, shares will be counted as present and voted at the annual meeting even if the stockholder decides later not to attend the meeting.

About First Midwest

First Midwest Bancorp (NASDAQ: FMBI) is a relationship-focused financial institution and one of the largest independent publicly traded bank holding companies based on assets headquartered in Chicago and the Midwest, with approximately $20 billion of assets and an additional $11 billion of assets under management. First Midwest Bank, Park Bank and First Midwest’s other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust and private banking products and services. First Midwest operates branches and other locations throughout metropolitan Chicago, southeast Wisconsin and across the Midwest. Visit First Midwest at www.firstmidwest.com.

Investors Patrick S. Barrett EVP, Chief Financial Officer 708.831.7231 pat.barrett@firstmidwest.com Media Maurissa Kanter SVP, Director of Corporate Communications 708.831.7345 maurissa.kanter@firstmidwest.com

First Midwest Bancorp, Inc. | 8750 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631

XML

Document and Entity Information	May 07, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2020
Entity File Number	0-10967
Entity Registrant Name	FIRST MIDWEST BANCORP INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-3161078
Entity Address, Address Line One	8750 West Bryn Mawr Avenue, Suite 1300
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	708
Local Phone Number	831-7483
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	FMBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000702325
Amendment Flag	false