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MB FINANCIAL INC /MD FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 30, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



As noted under Item 5.07 of this Current Report on Form 8-K, at the 2014 Annual Meeting of Stockholders (the "2014 Annual Meeting") of MB Financial, Inc. (the "Company") held on May 28, 2014, the Company's stockholders approved the Company's Third Amended and Restated Omnibus Incentive Plan (the "Third Amended and Restated Plan"). A description of the Third Amended and Restated Plan is contained in the Company's definitive proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 11, 2014 under the heading "Proposal III. Approval of the MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan" and is incorporated herein by reference, and a copy of the Third Amended and Restated Plan is attached to that proxy statement as Appendix A and also is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As noted above, on May 28, 2014, the Company held its 2014 Annual Meeting. The results of the vote at the 2014 Annual 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 41,759,835 4,263,578 371,569 - Mitchell Feiger 45,719,664 667,638 7,680 - Charles J. Gries 45,481,628 905,031 8,323 - James N. Hallene 45,754,672 629,669 10,641 - Thomas H. Harvey 43,776,635 2,607,619 10,728 - Richard J. Holmstrom 45,239,757 1,143,587 11,638 - Karen J. May 46,273,779 109,742 11,461 - Ronald D. Santo 46,035,101 347,509 12,372 - Renee Togher 45,616,202 763,986 14,794 -



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 43,132,006 3,197,321 65,655 -



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) Approval of the MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan Votes For Votes Against Abstentions Broker Non-Votes 43,795,732 2,270,636 328,614 -



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. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No. Description of Exhibit 10.1 MB Financial, Inc. Third Amended and Restated Omnibus Incentive Plan (attached as Appendix A to the Company's definitive proxy statement for the 2014 Annual Meeting filed with the SEC on April 11, 2014 and incorporated herein by reference)



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Source: Edgar Glimpses


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