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 2, 2019
| MUTUALFIRST FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
| Maryland | 000-27905 | 35-2085640 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 110 E. Charles Street, Muncie, Indiana | 47305-2419 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: (765) 747-2800 |
| Not Applicable |
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MFSF | Nasdaq – Global |
Item 5.07. Submission of Matters to a Vote of Security Holders.
MutualFirst Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 1, 2019. Holders of record of the Company’s Common Stock at the close of business on March 4, 2019 were entitled to vote on four proposals at the Annual Meeting. The final voting results of each proposal are set forth below.
The following is a record of the votes cast at the Annual Meeting of Stockholders in the election of directors of the Company:
| The election of the following persons as directors of the Company: | FOR |
VOTE WITHHELD |
Broker Non-Votes | |||||
| David W. Heeter (term expires 2022) | 5,534,407 | 141,080 | 2,149,175 | |||||
| Brian C. Hewitt (term expires 2022) | 5,299,723 | 375,764 | 2,149,175 | |||||
| Edward C. Levy (term expires 2021) | 5,498,318 | 177,169 | 2,149,175 | |||||
| Michael J. Marien (term expires 2020) | 5,305,100 | 370,387 | 2,149,175 | |||||
| FOR | AGAINST | ABSTAIN | ||||||
| The adoption of an advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement. | 5,557,860 | 84,559 | 33,068 | |||||
| FOR | AGAINST | ABSTAIN | ||||||
| The approval of the Company’s 2019 Omnibus Incentive Plan. | 5,549,669 | 100,876 | 24,942 | |||||
|
|
||||||||
| FOR | AGAINST | ABSTAIN | ||||||
| The ratification of the appointment of BKD, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2019. | 7,794,235 | 11,003 | 19,424 | |||||
As a result of these votes, David W. Heeter and Brian C. Hewitt were duly elected as directors of the Company for terms to expire in 2022. Edward C. Levy was duly elected as a director of the Company for the term to expire in 2021. Michael J. Marien was duly elected as a director of the Company for the term to expire in 2020. The advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement was adopted by the stockholders; the Company’s 2019 Omnibus Incentive Plan was approved by the stockholders; and the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified.
Item 7.01. Regulation FD Disclosure
On May 1, 2019, the Company made a financial presentation at its Annual Meeting of Stockholders. A copy of that presentation is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
On May 2, 2019, the Company issued a press release announcing the actions taken at the 2019 Annual Meeting of Stockholders. The full text of the release is included as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Financial presentation dated May 1, 2019 |
| 99.2 | Press release dated May 2, 2019 |
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 thereunto duly authorized.
| MUTUALFIRST FINANCIAL, INC. | ||||
| Date: | May 2, 2019 | By: | /s/ David W. Heeter | |
| David W. Heeter | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Financial presentation dates May 1, 2019 | |
| 99.2 | Press release dated May 2, 2019 |