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): June 13, 2012
| MB FINANCIAL, INC. | |||||
| (Exact name of registrant as specified in its charter) | |||||
| Maryland | 0-24566-01 | 36-4460265 | |||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) | |||
| 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 CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2012, MB Financial, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders. The results of the vote at the meeting are as follows:
1) Election of Directors (each for a term of one year)
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
| David P. Bolger | 38,289,887 | 4,738,162 | 74,930 | 4,948,159 | ||||||
| Robert S. Engelman, Jr. | 41,391,278 | 1,636,265 | 75,436 | 4,948,159 | ||||||
| Thomas H. Harvey | 41,244,927 | 1,780,318 | 77,734 | 4,948,159 | ||||||
| Ronald D. Santo | 41,751,075 | 1,266,724 | 85,180 | 4,948,159 | ||||||
| Renee Togher | 41,719,444 | 1,297,773 | 85,762 | 4,948,159 | ||||||
Directors are elected by a majority of the votes cast with respect to each director. Accordingly, each of the nominees named above was elected.
2) Advisory (Non-Binding) Vote on Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 41,332,864 | 1,728,101 | 42,014 | 4,948,159 | ||||
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
3) Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | Broker Non-Votes | ||||
| 37,321,645 | 173,467 | 5,595,695 | 12,172 | 4,948,159 | ||||
The Company’s board of directors has determined, in light of the results of the vote on this item, that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of future advisory votes on executive compensation.
4) Ratification of the Appointment of the Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | |||
| 47,325,221 | 712,096 | 13,821 | |||
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.
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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.
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MB FINANCIAL, INC.
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Date: June 19, 2012
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By:
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/s/ Jill E. York | |
| Jill E. York | |||
| Vice President and Chief Financial Officer | |||
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