0001437749-14-009720.txt : 20140522 0001437749-14-009720.hdr.sgml : 20140522 20140522115926 ACCESSION NUMBER: 0001437749-14-009720 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140522 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140522 DATE AS OF CHANGE: 20140522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANK CORP CENTRAL INDEX KEY: 0001042729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383360865 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26719 FILM NUMBER: 14862802 BUSINESS ADDRESS: STREET 1: 310 LEONARD STREET NW CITY: GRAND RAPIDS STATE: MI ZIP: 49504 BUSINESS PHONE: 616 406-3000 MAIL ADDRESS: STREET 1: 310 LEONARD STREET NW CITY: GRAND RAPIDS STATE: MI ZIP: 49504 8-K 1 mbwm20140521_8k.htm FORM 8-K mbwm20140521_8k.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 22, 2014

 

 

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))

 

 

 
 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 22, 2014, the Boards of Directors of Mercantile Bank Corporation (“Mercantile”), and of Mercantile’s wholly-owned subsidiary, Mercantile Bank of Michigan (the “Bank”), adopted an amendment ("Amendment") to the executive officer bonus plan that was previously adopted by Mercantile and the Bank on February 20, 2014, for the first six months of 2014 (the “Executive Officer Plan”).

 

The Amendment adds Thomas Sullivan and Samuel Stone as executive officers who are entitled to receive a bonus payment under the Executive Officer Plan effective as of the date of the merger between Mercantile and Firstbank Corporation ("Firstbank"), which is expected to be June 1, 2014. Effective as of the merger with Firstbank, (i) Mr. Sullivan will be the Chairman of the Board of Directors of Mercantile and Vice Chairman of the Board of Directors of the Bank when Firstbank and Keystone Community Bank have been consolidated with the Bank and (ii) Mr. Stone will be the Executive Vice President – Corporate Finance and Strategic Planning of Mercantile and the Bank and, as such, each will be an executive officer of Mercantile.

 

The Amendment further provides that any payments under the Executive Officer Plan to Mr. Sullivan and Mr. Stone will not exceed 3.34% of each such executive officer's 2014 salary payable by Mercantile. 3.34% is the pro-rated amount of the maximum amount payable to the other executive officers to reflect the period of participation by Mr. Sullivan and Mr. Stone in the Executive Officer Plan. Also, the maximum amount that can be paid from the bonus pool under the Executive Officer Plan is increased from $213,600 to $234,935.

 

Finally, the Amendment provides that the 2014 Executive Bonus Metrics set forth in the Executive Officer Plan will be measured based upon the unconsolidated financial statements of the Bank for all Executive Officers participating in the plan.

 

The Amendment is subject to the completion of the merger between Mercantile and Firstbank. If the merger is not competed on June 1, 2014 but is completed before June 30, 2014, the Amendment will be effective on such merger date. Further, Mr. Sullivan and Mr. Stone will not become participants in the Executive Officer Plan until such merger completion date and the maximum amount payable to Mr. Sullivan and Mr. Stone will be further adjusted to reflect their actual period of participation in the Executive Officer Plan.

 

 
2
 

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number  Description
   

10.1

Amendment to the 2014 Mercantile Executive Officer Bonus Plan

 

 

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 E. Christmas

 

 

 

Charles E. Christmas

 

 

 

Senior Vice President, Chief

 

 

 

Financial Officer and Treasurer

 

 

Date: May 22, 2014

 

 
3
 

 

Exhibit Index

 

Exhibit Number

Description

 

 

10.1

Amendment to the 2014 Mercantile Executive Officer Bonus Plan

 

 

4

 EX-10 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm

EXHIBIT 10.1

 

FIRST AMENDMENT TO THE

MERCANTILE BANK CORPORATION/MERCANTILE BANK OF MICHIGAN

2014 MERCANTILE EXECUTIVE OFFICER BONUS PLAN

 

 

The following amendments are hereby made to the 2014 Mercantile Executive Officer Bonus Plan (the "Plan") effective June 1, 2014:

 

1.     Thomas Sullivan ("Sullivan") and Samuel Stone ("Stone") are eligible Executive Officers in this Plan as of June 1, 2014.

 

2.     The maximum amount that can be paid from the Executive Bonus Pool under the Plan is $234,935.

 

3.     Any payments under the Plan to Sullivan and Stone will not exceed 3.34% of each such Executive Officer's 2014 salary payable by the Company.1

 

4.     All other terms and conditions of the Plan apply to Sullivan and Stone, other than the rights available to the other Executive Officers upon a Special Termination.

 

5.      The 2014 Executive Bonus Metrics set forth in the Plan will be measured based upon the unconsolidated financial statements of Mercantile Bank of Michigan for all Executive Officers participating in the Plan.

 

6.     Except as amended hereby, the Plan will continue in full force and effect.

 

7.     This Amendment to the Plan was approved by the Compensation Committee of the Company and the Bank on May 22, 2014 and is effective as of June 1, 2014, subject to the completion of the merger between the Company and Firstbank Corporation. If the merger is not completed on June 1, 2014 but is completed before June 30, 2014, this Amendment will be effective on such merger date without further action of the Compensation Committee. Further, Sullivan and Stone will not become participants in the Plan until such merger completion date and the maximum amount payable to Sullivan and Stone will be further adjusted to reflect their actual period of participation in the Plan.

 

 

 

1 3.34% is the pro-rated amount of the maximum amount payable to the other Executive Officers to reflect the period of Sullivan and Stone's participation in the Plan.