mbfi_8k051910.htm
 
 


 
 
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 19, 2010
 
 
         
     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 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 
 

 
 
 
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     
On May 19, 2010, MB Financial, Inc. held its annual meeting of stockholders. The results of the vote at the meeting were as follows:

1) Election of Directors (each for a term of three years)


Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
             
Mitchell Feiger
 
38,557,792
 
780,897
 
5,291,415
             
James N. Hallene
 
36,281,895
 
3,056,794
 
5,291,415
             
Charles J. Gries
 
39,079,278
 
259,411
 
5,291,415


2) Advisory (Non-Binding) Vote on Executive Compensation


Votes For
 
Votes Against
 
Abstentions
         
31,365,848
 
13,010,472
 
253,784


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) Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For
 
Votes Against
 
Abstentions
         
44,114,026
 
440,840
 
75,238


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.

4) A non-binding stockholder proposal requesting the Board of Directors to take necessary steps to provide expense reimbursement in contested director elections


Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
             
4,497,807
 
34,148,411
 
692,471
 
5,291,415


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 not approved.

5) A non-binding stockholder proposal requesting the Board of Directors to take necessary steps to declassify the Board


Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
             
31,696,042
 
7,404,722
 
237,925
 
5,291,415


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.
 
 
 
MB FINANCIAL, INC.
 
       
    Date:  5/21/10
By:
/s/Jill E. York
 
   
Jill E. York
 
   
Vice President and Chief Financial Officer
 
       
 
 
 
 
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