0001437749-15-011228.txt : 20150528 0001437749-15-011228.hdr.sgml : 20150528 20150528163041 ACCESSION NUMBER: 0001437749-15-011228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20150528 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150528 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: 15895845 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 mbwm20150527_8k.htm FORM 8-K mbwm20150527_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 28, 2015

 

____________________

 

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.

 

Changes in Officers

 

Thomas R. Sullivan retired from his role as Chairman of the Board of Directors of Mercantile Bank Corporation (“Mercantile”) effective May 28, 2015. He will remain as a board member of Mercantile and our wholly-owned banking subsidiary, Mercantile Bank of Michigan (“Mercantile Bank”).

 

Michael H. Price was appointed as Chairman of the Board of Directors of Mercantile effective May 28, 2015.

 

Robert B. Kaminski Jr., President of Mercantile Bank, has been named Chief Executive Officer of Mercantile Bank. In connection with Mr. Kaminski’s appointment, Mr. Price has stepped down as Chief Executive Officer of Mercantile Bank, but will remain Chairman of Mercantile Bank and President and Chief Executive Officer of Mercantile.

 

The Company issued a press release announcing the foregoing on May 28, 2015. A copy of the press release is attached to this report as Exhibit 99.1.

 

Amendments to Employment Agreements

 

In connection with the changes in titles and responsibilities for Mr. Price and Mr. Kaminski referenced above, and effective as of May 28, 2015:

 

 

Mercantile, Mercantile Bank and Mr. Price amended Mr. Price’s Employment Agreement, dated as of November 13, 2014, to reflect his new title as Chairman, President and Chief Executive Officer of Mercantile and Chairman of Mercantile Bank. A copy of the amendment is attached as Exhibit 10.1.

 

 

Mercantile, Mercantile Bank and Mr. Kaminski amended Mr. Kaminski’s Employment Agreement, dated as of November 13, 2014, to reflect his new title as President, Chief Executive Officer and Secretary of Mercantile Bank, and to increase Mr. Kaminski’s annual base salary for fiscal year 2015 by $30,000. A copy of the amendment is attached as Exhibit 10.2.

 

Adoption of Executive Officer Bonus Plan

 

On May 28, 2015, the Boards of Directors of Mercantile and Mercantile Bank adopted an executive officer bonus plan for 2015 (the “Executive Officer Plan”).

 

The Executive Officer Plan provides for cash bonuses for the following executive officers: Thomas R. Sullivan, Michael H. Price, Robert B. Kaminski, Jr., Samuel G. Stone, and Charles E. Christmas.

 

 
2

 

 

The bonus pool under the Executive Officer Plan is equal to $1.00 for every $1.00 of actual pre-tax income of Mercantile and its consolidated subsidiaries for 2015 that exceeds the budgeted pre-tax income of Mercantile and its consolidated subsidiaries for 2015. The maximum amount that can be allocated to the bonus pool under the Executive Officer Plan is $328,896.

 

If the actual pre-tax income of Mercantile and its consolidated subsidiaries exceeds budgeted pre-tax income but is not sufficient to provide an allocation of the maximum amount to each of (a) the bonus pool under the Executive Officer Plan, (b) the bonus pool under the 2015 Mercantile Bonus Plan (the "Bank Wide Bonus Plan") and (c) the bonus pool under the 2015 Mercantile Bonus Plan for Senior Management (the "Senior Management Bonus Plan"), the amount to be allocated to the respective bonus pool under each such plan will be prorated. The proration will be based on the ratio of the maximum bonus pool amount specified in each bonus plan to the sum of the maximum pool amounts under the Executive Officer Plan, the Bank Wide Bonus Plan and the Senior Management Bonus Plan. As of the effective date of the Executive Officer Plan, the proration is 18.9% to the Executive Officer Plan, 63.3% to the Bank Wide Bonus Plan and 17.8% to the Senior Management Bonus Plan.

 

Payment from the bonus pool under the Executive Officer Plan, if any, is based on the achievement of targets under the following metrics for 2015:

 

20%

Net loan growth

10%

Non-performing assets

10%

Commercial loan portfolio composition

10%

Return on assets

10%

Return on equity

10%

Non-interest income

10%

Net interest margin

10%

Efficiency ratio

10%

Wholesale funds

 

The specific targets for each metric will be established by the Compensation Committee of Mercantile's Board of Directors.

 

Each individual target must be met or exceeded in order for the percentage associated with that metric to be credited toward payment from the bonus pool under the Executive Officer Plan. The accumulated percentage for each individual target attained will be applied to the bonus pool amount to determine the total amount of the bonus pool to be awarded (the "Award Amount"). For example, if the first four factors are attained and the next five factors are not attained, and if the maximum amount is allocated to the bonus pool under the Executive Officer Plan, the Award Amount would be $328,896 x 50% = $164,448.

 

The Award Amount will be paid to each executive officer pro rata based on a uniform percentage of the executive officer's 2015 salary (not to exceed 8.33% of Mr. Sullivan’s 2015 salary and 20% of the 2015 salary for each of the other executive officers.) Any bonus awards that are earned under the Executive Officer Plan will be paid to the executive officers on or before March 15, 2016.

 

 
3

 

 

Payments under the Executive Officer Plan are subject to specified conditions, qualifications, and clawback provisions. The plan, to the extent provided for in the plan, may be amended by the Compensation Committee of Mercantile's Board of Directors.

 

A copy of the bonus plan is attached as Exhibit 10.3.

 

 

Item 5.07   Submission of Matters to a Vote of Security Holders.

 

An annual meeting of our shareholders was held on May 28, 2015. At the meeting, our shareholders voted on each of the following four matters:

 

 

election of six directors, each for a one-year term;

 

 

ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2015; and

 

 

an advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting.

 

The final vote results for these three matters are set forth below.

 

The votes cast on the election of directors were as follows:

 

Nominee

Votes For

Votes

Withheld

Abstentions

Broker

Non-Votes

David M. Cassard

9,738,637

121,311

0

3,675,657

Edward J. Clark

9,743,035

116,913

0

3,675,657

Jeff A. Gardner

9,737,311

122,637

0

3,675,657

Edward B. Grant

9,737,159

122,789

0

3,675,657

Michael H. Price

9,738,671

121,277

0

3,675,657

Thomas R. Sullivan

9,503,273

356,675

0

3,675,657

 

 

The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2015 were as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

13,415,843

107,906

11,855

0

 

 

The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting were as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-votes

9,521,213

268,857

69,878

3,675,657

 

 
4

 

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

Description

 

 

          10.1

Amendment to Employment Agreement of Michael H. Price, dated May 28, 2015

 

 

          10.2

Amendment to Employment Agreement of Robert B. Kaminski, Jr. dated May 28, 2015

 

 

          10.3

2015 Mercantile Executive Officer Bonus Plan 

 

 

          99.1

Press release dated May 28, 2015

                    

 

 

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 28, 2015

 

 
5

 

 

Exhibit Index

 

 

Exhibit Number

Description

 

 

          10.1

Amendment to Employment Agreement of Michael H. Price, dated May 28, 2015

 

 

          10.2

Amendment to Employment Agreement of Robert B. Kaminski, Jr. dated May 28, 2015

 

 

          10.3

2015 Mercantile Executive Officer Bonus Plan 

 

 

          99.1

Press release dated May 28, 2015

                     

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

 

Exhibit 10.1

 

May 28, 2015

 

Mercantile Bank Corporation

Mercantile Bank of Michigan

310 Leonard St. NW

Grand Rapids, Michigan 49504

 

Re:  First Amendment to Employment Agreement dated November 13, 2014

 

Ladies and Gentlemen:

 

This letter confirms our agreement reached today regarding the Employment Agreement dated as of November 13, 2014, by and among you and me (the "Employment Agreement"). We have agreed that all references in the Employment Agreement to my titles as President and Chief Executive Officer of Mercantile Bank Corporation (the "Company") or as Chairman and Chief Executive Officer of Mercantile Bank of Michigan (the "Bank"), are amended respectively to refer to Chairman, President and Chief Executive Officer of the Company and Chairman of the Bank, to take into account my promotion to Chairman of the Company and my resignation as the Chief Executive Officer of the Bank.

 

Any future changes to my titles for the Company or the Bank will be automatically incorporated into the Employment Agreement without the need for an amendment.

 

Except as specifically amended by this letter, all of the terms of the Employment Agreement remain in full force and effect. This letter may be executed in counterparts, and is governed by Michigan law.

 

 

 

/s/ Michael H. Price

 

 

 

Michael H. Price

 

 

MERCANTILE BANK CORPORATION

 

By:

/s/ Robert B. Kaminski, Jr.

 

 

 

 

 

Its: EVP – Chief Operating Officer

 

 

 

MERCANTILE BANK OF MICHIGAN

 
 

 

 
By: /s/ Robert B. Kaminski, Jr.  
 

 
 

Its:

President, Chief Executive Officer and Chief Operating Officer  

 

 

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm

 

Exhibit 10.2

 

May 28, 2015

 

Mercantile Bank Corporation

Mercantile Bank of Michigan

310 Leonard St. NW

Grand Rapids, Michigan 49504

 

Re:  First Amendment to Employment Agreement dated November 13, 2014

 

Ladies and Gentlemen:

 

This letter confirms our agreement reached today regarding the Employment Agreement dated as of November 13, 2014, by and among you and me (the "Employment Agreement"). We have agreed that all references in the Employment Agreement to my title as President, Chief Operating Officer and Secretary of Mercantile Bank of Michigan (the "Bank"), are amended to refer to President, Chief Executive Officer and Secretary of the Bank, to take into account my promotion to Chief Executive Officer of the Bank.

 

Any future changes to my titles for the Company or the Bank will be automatically incorporated into the Employment Agreement without the need for an amendment.

 

We have further agreed that, effective as of June 1, 2015, my annual salary will be increased from $346,500 to $376,500 for the remainder of 2015.

 

Except as specifically amended by this letter, all of the terms of the Employment Agreement remain in full force and effect. This letter may be executed in counterparts, and is governed by Michigan law.

 

 

 

/s/ Robert B. Kaminski, Jr.

 

 

 

Robert B. Kaminski, Jr.

 

 

MERCANTILE BANK CORPORATION

 

By:

/s/ Michael H. Price

 

 

 

 

 

Its: Chairman, President and Chief Executive Officer

 

 

 

MERCANTILE BANK OF MICHIGAN

 
 

 
By: /s/ Michael H. Price  
 

 
 

Its:

Chairman  

 

EX-10.3 4 ex10-3.htm EXHIBIT 10.3 ex10-3.htm

 

Exhibit 10.3

 

MERCANTILE BANK CORPORATION/MERCANTILE BANK OF MICHIGAN

 

2015 MERCANTILE EXECUTIVE OFFICER BONUS PLAN

 

 

 

1.              Purpose of this Plan

 

This 2015 Mercantile Executive Officer Bonus Plan (this “Plan”) is designed to reflect that the directors of Mercantile Bank Corporation (the “Company”) and Mercantile Bank of Michigan (the “Bank”) believe that the Company’s shareholders are willing to share financially in operating results that exceed certain specific financial metrics.

 

The purpose of this Plan is to:

 

 

Promote the growth, profitability and expense control necessary to accomplish corporate strategic long-term plans;

 

 

Encourage superior results by providing a meaningful incentive; and

 

 

Support teamwork among employees.

 

2.              Eligibility

 

Michael H. Price, Thomas R. Sullivan, Robert B. Kaminski, Jr., Samuel G. Stone and Charles E. Christmas (the “Executive Officers,” and each an “Executive Officer”) are included in this Plan. The following provisions (a) – (d) set forth circumstances where an Executive Officer will, or will not, be eligible for a bonus payout, or where an unpaid bonus award will be cancelled:

 

(a) Except as provided below, an Executive Officer must be an active employee as of December 31, 2015 to be eligible to receive a bonus payout.

 

(b) An Executive Officer that is out on medical leave as of December 31, 2015 will be eligible to receive a bonus award.

 

(c) An Executive Officer that is suspended with or without pay or is on final written warning as of December 31, 2015 will not be eligible to receive a bonus award.

 

 
1

 

 

(d) If an Executive Officer terminates his or her employment with the Bank during 2015, any unpaid bonus award for the Executive Officer is cancelled. Notwithstanding the foregoing, (i) if Thomas R. Sullivan terminates employment at the end of the term of the Employment Agreement among the Company, the Bank and Mr. Sullivan dated as of August 14, 2013, or as otherwise agreed by the parties, he will receive a pro rata share of any bonus award payable under this Plan and (ii) if Samuel G. Stone terminates employment at the end of the term of the Employment Agreement among the Company, the Bank and Mr. Stone dated as of August 14, 2013, or as otherwise agreed by the parties, he will receive 100% of any bonus award payable under this Plan.

 

Notwithstanding any of the provisions (a), (b), (c) or (d) above, no such provision shall adversely affect an Executive Officer’s eligibility for, or right to receive, any bonus award, if during 2015, or during the first four months of 2016 pursuant to a notice given in 2015, the employment of Messrs. Price, Kaminski or Christmas terminates under one or more circumstances set forth in Section 8.5 or 9 of the Employment Agreement made as of the 13th day of November 2014 between such Executive Officer, the Company and the Bank, as amended (a “Special Termination”).

 

3.               Bonus Pool, Performance Metrics and Bonus Awards

 

The bonus pool under this Plan (the “Executive Bonus Pool”) is equal to $1.00 for every $1.00 of actual pre-tax income of the Company and its consolidated subsidiaries for 2015 that exceeds the budgeted pre-tax income of the Company and its consolidated subsidiaries for 2015. The maximum amount that will be allocated to the Executive Bonus Pool is $328,896.

 

In the event that the actual pre-tax income of the Company and its consolidated subsidiaries exceeds budgeted pre-tax income but is not sufficient to provide an allocation of the maximum amount to each of (a) the Executive Bonus Pool under this Plan, (b) the Bank-Wide Bonus Pool under the 2015 Mercantile Bonus Plan (the "Bank Wide Bonus Plan") and (c) the Senior Management Bonus Pool under the 2015 Mercantile Bonus Plan for Senior Management (the "Senior Management Bonus Plan"), the amount to be allocated to the respective bonus pool under each such plan will be prorated. The proration will be based on the ratio of the maximum bonus pool amount specified in each bonus plan to the sum of the maximum pool amounts under this Plan, the Bank Wide Bonus Plan and the Senior Management Bonus Plan. As of the effective date of this Plan, the proration is 18.9% to this Plan, 63.3% to the Bank Wide Bonus Plan and 17.8% to the Senior Management Bonus Plan.

 

 
2

 

 

Payment from the Executive Bonus Pool, if any, is based on the achievement of targets under the following 2015 Executive Bonus Metrics:

 

20%

Net loan growth

10%

Non-performing assets

10%

Commercial loan portfolio composition

10%

Return on assets

10%

Return on equity

10%

Non-interest income

10%

Net interest margin

10%

Efficiency ratio

10%

Wholesale funds

 

 

The specific targets for each metric will be established by the Compensation Committee of the Company.

 

Each individual target must be met or exceeded in order for the percentage associated with that metric to be credited toward payment from the Executive Bonus Pool. The accumulated percentage for each individual target attained will be applied to the Executive Bonus Pool to determine the total amount of the Executive Bonus Pool to be awarded (the “Award Amount”). For example, if the first four factors are attained and the next five factors are not attained, and if the maximum amount is allocated to the Executive Bonus Pool, the Award Amount under this Plan would be $328,896 x 50% = $164,448.

 

The Award Amount will be paid to each Executive Officer pro rata based on a uniform percentage of the Executive Officer's 2015 salary (not to exceed 20% of each Executive Officer's 2015 salary in effect as of June 1, 2015, or 8.33% of Mr. Sullivan's 2015 annualized salary.)

 

4.              Clawback Provision

 

Payouts made under this Plan are subject to recovery or clawback, and an Executive Officer receiving a payout will be required to promptly return the monies (or any portion of the monies requested by the Company) in each of the following circumstances:

 

 

if it is determined that the Executive Officer was engaging in an activity during 2015 that would have resulted in the employee being suspended without pay, placed on final written warning or terminated on or before December 31, 2015, and no Special Termination of the Executive Officer is involved.

 

 
3

 

 

 

If the payout is based on materially inaccurate financial statements (which includes, but is not limited to statements of earnings, revenues, or gains) or any other materially inaccurate performance metric criteria, including net income.

 

 

If the payout is required to be returned pursuant to a policy adopted by the Company regarding clawback in order to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any stock exchange or other rule adopted pursuant to that Act.

 

In the event that the Company or Bank demands recovery or clawback of any payout (or portion of any payout), and the Executive Officer who received the payout does not promptly return the payout (or demanded portion of the payout) to the Company or the Bank, the Executive Officer shall be required to pay to the Company or the Bank, immediately upon demand, all expenses, including reasonable attorneys’ fees, incurred to recover the payout (or demanded portion of the payout), unless the Executive Officer establishes in an appropriate legal proceeding that he or she had no obligation under this Section of this Plan to return the payout (or demanded portion of the payout). Executive Officers, as a condition to receiving a payout under this Plan, may be required to agree in writing to the terms of this Section.

 

5.             Timing of Bonus Payouts

 

Bonus awards that are earned under this Plan will be paid to eligible Executive Officers on or before March 15, 2016.

 

6.             Plan Administration

 

The Board of Directors of the Company and its Compensation Committee, or if the Board of Directors of the Company so designates, another committee of the Board of Directors of the Company or the Bank (each, an "Administrator"), will each have the authority to administer and interpret this Plan, and approve or determine the amounts to be distributed under this Plan as bonus awards, in its sole discretion. Any interpretation or construction of this Plan or approval or determination of bonus awards by an Administrator will be final and binding on the Company, the Bank and their respective subsidiaries, all employees and past employees of any of them, their heirs, successors and assigns. No member of the Board of Directors of the Bank or the Company, or any of their affiliates, or any committee of the Board of Directors of the Bank, the Company, or any affiliate, will be liable for any action or determination made in good faith regarding this Plan or any bonus award.

 

 
4

 

 

7.             No Right to Employment

 

This Plan does not give any Executive Officer any right to continued employment, or limit in any way the right of the Bank or any affiliated company to terminate his employment at any time.

 

8.             Withholding of Taxes

 

The Bank and any affiliated company will have the right to deduct from any payment to be made pursuant to this Plan any Federal, state or local taxes required by law to be withheld. It is contemplated that substantially all payments that are made under this Plan will be made by the Bank or one of its subsidiaries, and not by the Company.

 

9.             Amendment of this Plan

 

This Plan may be amended from time to time by the Compensation Committee of the Company, without the consent of any Executive Officer or past Executive Officer, (a) to the extent required to comply with applicable law; (b) to make reasonable adjustments for any acquisition or sale of a business or branch, merger, reorganization, or restructuring, change in accounting principles or their application, or special charges or extraordinary items, that materially affect the Company or any of its consolidated subsidiaries; (c) to make any changes that do not materially and adversely affect the bonus award payable to any eligible employee; (d) to expand the Executive Officers or other employees who are eligible to receive a bonus from the amounts available for bonuses under this Plan; or (e) to make any other changes that the Compensation Committee of the Company, in its sole discretion, deems appropriate, even if such changes materially and adversely affect, or eliminate, the bonus award payable to any Executive Officer or past Executive Officer; provided that, after a Special Termination or notice that will result in a Special Termination, no amendment made under provision (d) or (e) of this paragraph above shall adversely affect an Executive Officer’s rights under this Plan.

 

10.           Governing Law

 

The validity, construction and interpretation of this Plan will be determined in accordance with the laws of the State of Michigan.

 

11.           Effective Date

 

This Plan was approved by the Boards of Directors of the Company and the Bank on May 28, 2015, and is effective as of January 1, 2015.

 

 
5

 

 

Schedule 1

 

2015 Executive Bonus Pool Metrics

 

 

Payment from the Executive Bonus Pool, if any, is based on the achievement of the following 2015 Executive Bonus Metrics:

 

 

Percentage of Total

Metric

Target

20%

Net loan growth

 

10%

Non-performing assets

 

10%

Commercial loan portfolio composition

 

10%

Return on assets*

 

10%

Return on equity*

 

10%

Non-interest income

 

10%

Net interest margin

 

10%

Efficiency ratio*

 

10%

Wholesale funds

 

 

 

*     Measured pre-bonus accrual

 

 

 

 

6

EX-99.1 5 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

 

Exhibit 99.1

Mercantile Bank Corporation Announces Promotions

Chairman Thomas Sullivan retiring, Board approves promotions of several key officers

 

GRAND RAPIDS, Mich., May 28, 2015 – Mercantile Bank Corporation (NASDAQ: MBWM) ("Mercantile"), and its subsidiary bank Mercantile Bank of Michigan (“Mercantile Bank”), announced today the retirement of its Chairman and the promotion of several key officers.

 

Thomas R. Sullivan is retiring from his role as Chairman of the Board of Directors of Mercantile effective May 28, 2015. He will remain as a board member of Mercantile and Mercantile Bank. Mr. Sullivan had previously been President and Chief Executive Officer of Firstbank Corporation (“Firstbank”) and took on the role of Chairman of Mercantile as part of the June 2014 merger of the two companies.

 

“On behalf of the Board and all Mercantile employees, we want to thank Tom for his contributions to Mercantile and Firstbank,” said Michael H. Price, President and Chief Executive Officer of Mercantile. “His leadership and vision provided the framework for stability and growth at Firstbank and were instrumental in the integration of our two organizations. We are fortunate to have Tom remain on the Mercantile Board of Directors, and we will continue to benefit from his expertise.”

 

Mr. Price will reacquire the title of Chairman of the Board of Directors of Mercantile effective May 28, 2015. Prior to the merger with Firstbank, Mr. Price had been Chairman of Mercantile for seven years.

 

Robert B. Kaminski Jr., President of Mercantile Bank, has been named Chief Executive Officer of Mercantile Bank. Mr. Kaminski helped to organize Mercantile Bank in 1997 and has over 30 years of commercial banking experience. In connection with Mr. Kaminski’s appointment, Mr. Price will step down as Chief Executive Officer of Mercantile Bank, but will remain Chairman of Mercantile Bank and President and Chief Executive Officer of Mercantile.

 

“Bob has been an invaluable member of our team and has been instrumental with the integration of Firstbank and Mercantile,” continued Mr. Price. “His experience in all aspects of our operations and his guidance in developing and implementing business strategies are great assets to Mercantile. We are excited for Bob to increase his leadership role as CEO of Mercantile Bank.”

 

 
 

 

 

Mercantile Bank also announced the promotions of certain other senior officers, which become effective June 1, 2015:

 

Raymond E. Reitsma has been promoted to West Region President.

 

Mark A. Augustyn has been promoted to Regional Commercial Loan Manager.

 

Douglas J. Holtrop has been promoted to Assistant Commercial Loan Manager.

 

Justin M. Karl has been promoted to Assistant Commercial Loan Manager.

 

Scott P. Setlock has been promoted to Mortgage Market Leader.

 

Mr. Price continued: “We are pleased to continue our pledge of being Michigan’s Community Bank®. Our staff is at the heart of Mercantile Bank, and we look to these individuals to help lead its commitment to meet the needs and expectations of our customers, communities and shareholders.”

 

About Mercantile Bank Corporation

Based in Grand Rapids, Michigan, Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan.  Mercantile provides banking services to businesses, individuals and governmental units, and differentiates itself on the basis of service quality and the expertise of its banking staff. Mercantile has assets of approximately $2.9 billion and operates 53 banking offices serving communities in central and western Michigan. Mercantile Bank Corporation’s common stock is listed on the NASDAQ Global Select Market under the symbol “MBWM.”

 

Forward-Looking Statements

This news release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. Actual results may differ materially from the results expressed in forward-looking statements. Factors that might cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; changes in prices, levies, and assessments; our ability to realize the anticipated benefits of our merger with Firstbank Corporation; the ability of the combined company to compete in the highly competitive banking and financial services industry; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and other factors, including risk factors, disclosed from time to time in filings made by Mercantile with the Securities and Exchange Commission. Mercantile undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

 

FOR FURTHER INFORMATION:

 

AT MERCANTILE BANK CORPORATION:

 

Michael Price

Charles Christmas

President & Chief Executive Officer

Chief Financial Officer

616-726-1600

616-726-1202

mprice@mercbank.com

cchristmas@mercbank.com 

 

 

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