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 4, 2018        

 

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. ☐

 

 

 

 

 

  

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 2, 2018. Holders of record of the Company’s Common Stock at the close of business on March 5, 2018 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
             
Michelle R. Altobella (term expires 2021)   5,582,454   351,152   1,379,324
             
Mark L. Barkley (term expires 2021)   5,644,906   288,700   1,379,324
             
Patrick C. Botts (term expires 2021)   5,755,600   178,006   1,379,324
             
Richard J. Lashley (term expires 2021)   5,779,301   154,305   1,379,324
             

James M. Bernard (term expires 2020)

 

 

  5,789,051   144,555   1,379,324
William V. Hughes (term expires 2020)   5,732,344   201,262   1,379,324
             
Brian C. Hewitt (term expires 2019)   5,584,307   349,298   1,379,324
             
James D. Rosema (term expires 2019)   5,838,720   94,886   1,379,324
             
    FOR   AGAINST   ABSTAIN   Broker
Non-Votes
                 
The adoption of an advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement.   5,957,561   63,379   48,845   1,379,324
                 
    ONE   TWO   THREE   aBstain
                 
The adoption of an advisory (non-binding) vote on conducting future say-on-pay votes.   5,531,376   12,439   459,437   1,379,324

 

 

 

  

    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, 2018.   7,463,346   4,570   19,050

  

As a result of these votes, Michelle R. Altobella, Mark L. Barkley, Patrick C. Botts and Richard J. Lashley were duly elected as directors of the Company for terms to expire in 2021. James M. Bernard and William V. Hughes were duly elected as directors of the Company for the terms to expire in 2020. Brian C. Hewitt and James D. Rosema were duly elected as directors of the Company for the terms to expire in 2019. The advisory (non-binding) resolution to approve the Company’s executive compensation as disclosed in the Proxy Statement was adopted by the stockholders; the advisory (non-binding) vote for conducting annual say-on-pay votes was adopted by the stockholders; and the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 was ratified.

 

Item 7.01.  Regulation FD Disclosure

 

On May 2, 2018, 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 4, 2018, the Company issued a press release announcing the actions taken at the 2018 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 2, 2018

 

  99.2 Press release dated May 4, 2018

 

 

 

 

 

 

 

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 4, 2018 By: /s/ David W. Heeter
    David W. Heeter

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Financial presentation dates May 2, 2018
99.2   Press release dated May 4, 2018