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BANK MUTUAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 7, 2014



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

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



At the Annual Meeting of Shareholders of Bank Mutual Corporation (the "Company") on May 5, 2014 (the "Annual Meeting"), the Company's shareholders approved the Company's 2014 Incentive Compensation Plan (the "2014 Plan"). The 2014 Plan is designed to motivate participating officers, employees and directors by offering them the opportunity to acquire shares of the Company's common stock, receive monetary payments based on the value of those shares and/or receive other incentive compensation. The 2014 Plan is intended to constitute a stock-based and cash incentive plan, and includes provisions by which the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, cash incentives, and other management incentive awards.

The Plan is more fully described in the Company's Proxy Statement for the 2014 Annual Meeting, which was filed with the Securities and Exchange Commission ("SEC") on March 7, 2014. The full text of the Plan was filed as Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 6, 2014, and is incorporated herein by reference.

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

At the Annual Meeting, the shareholders (i) elected four members of the Company's Board of Directors to serve until the Company's annual meeting in the year 2017; (ii) ratified the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditors for 2014; (iii) approved, in an advisory vote, the compensation of the Company's named executive officers; and (iv) approved the 2014 Plan. There were 46,551,284 outstanding shares eligible to vote as of March 3, 2014, the record date for the Annual Meeting.

The directors elected to the Company's Board for terms expiring at the Company's annual meeting in the year 2017, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below[*]: Director Votes For Votes Withheld Broker Non-Votes David A. Baumgarten 33,196,810 1,761,297 5,447,878 David C. Boerke 33,046,159 1,911,948 5,447,878 Lisa A. Mauer 33,390,878 1,567,230 5,447,878 Robert B. Olson 32,741,598 2,216,509 5,447,878



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*Total votes cast for each nominee or matter, together with broker non-votes, may vary due to the rounding of fractional share interests.

The terms of office for the following directors continue until the annual meeting of shareholders in the year set forth below:

Director Term Director Term Thomas H. Buestrin 2015 Richard A. Brown 2016 Michael T. Crowley, Jr. 2015 Mark C. Herr 2016 William J. Mielke 2015 J. Gus Swoboda 2016



The proposal to ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent auditors for 2014 received the following votes:

Votes for approval: 39,693,571 Votes against: 398,018 Abstentions: 314,396



The advisory proposal to approve the compensation of the Company's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the Proxy Statement, received the following votes:

Votes for approval: 27,657,871 Votes against: 6,838,178 Abstentions: 462,053 Broker Non-Votes: 5,447,881



The proposal to approve the 2014 Plan received the following votes:

Votes for approval: 25,137,367 Votes against: 9,435,527 Abstentions: 385,210 Broker Non-Votes: 5,447,881 * * * * *


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Source: Edgar Glimpses