false 0001042729 0001042729 2025-05-22 2025-05-22
 
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 22, 2025
 
 
Mercantile Bank Corporation
(Exact name of registrant as specified in its charter)
 
 
Michigan
000-26719
38-3360865
(State or other jurisdiction
 (Commission File
(IRS Employer
 of incorporation)
 Number)
 Identification Number)
 
 
310 Leonard Street NW, Grand Rapids, Michigan 49504
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code 616-406-3000
 
 
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 (see General Instruction A.2. below):
 
☐ 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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).                                                                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
MBWM
The Nasdaq Stock Market LLC
 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
An annual meeting of our shareholders was held on May 22, 2025 (the “Annual Meeting”). At the Annual Meeting, our shareholders voted on each of the following three matters:
 
 
●
election of eleven directors, each for a one-year term;
 
 
●
 implementation of an Employee Stock Purchase Plan (ESPP) offering a five percent (5%) discount on the market price of the Company’s stock;
 
 
●
 ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2025;
 
 
●
 an advisory vote to approve the compensation of our named executive officers disclosed in our proxy statement for the Annual Meeting; and
 
 
●
an advisory vote on the frequency of advisory approval of the compensation of our named executive officers.
 
The final vote results for each of these five matters is set forth below.
 
The votes cast on the election of directors were as follows:
 
Nominee
Votes For
Votes
Withheld
Abstentions
Broker
Non-Votes
Michael S. Davenport
9,723,448
162,116
0
2,731,317
Michelle L. Eldridge
9,642,252
243,312
0
2,731,317
Joseph D. Jones 9,797,921 87,643 0 2,731,317
Richard D. MacDonald 9,732,916 152,648 0 2,731,317
Michael H. Price
9,711,187
174,377
0
 2,731,317
David B. Ramaker
9,581,480
304,084
0
 2,731,317
Raymond E. Reitsma
9,734,559
151,005
0
 2,731,317
Nelson F. Sanchez 9,731,151 154,413 0 2,731,317
Sara A. Schmidt 9,824,642 60,922 0 2,731,317
Amy L. Sparks 9,719,343 166,222 0 2,731,317
Sharon R. Williams 9,823,653 61,911 0 2,731,317
 
 
The votes cast on the implementation an Employee Stock Purchase Plan (ESPP) offering a five percent (5%) discount on the market price of the Company’s stock:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
9,703,648
166,764
15,153
2,731,317
 
2
 
 
The votes cast on the ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2025 were as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
12,485,556
115,325
16,000
2,731,317
 
 
The votes cast on the advisory vote to approve the compensation of our named executive officers disclosed in our proxy statement for the Annual Meeting were as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
9,104,379
680,594
100,591
2,731,317
 
 
The votes cast on the advisory vote on the frequency of advisory approval of the compensation of our named executive officers:
 
One Year
Two Years
Three Years
 Abstentions
Broker Non-Votes
8,703,736
105,479
1,027,934
 48,416
2,731,317
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number                    Description
 
104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
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.
 
Mercantile Bank Corporation
By:
/s/ Charles Christmas  
Charles E. Christmas
Executive Vice President, Chief
Financial Officer and Treasurer
 
Date: May 22, 2025
 
3