-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Se0kEQuM00QysEmd1vKIhk6sSQAeFmx9+MVM/MP0HbSPb++CEGl/swsfACsQe5k7 WTz7nsVpln638lGbOAAcgA== 0000905729-10-000103.txt : 20100504 0000905729-10-000103.hdr.sgml : 20100504 20100504082146 ACCESSION NUMBER: 0000905729-10-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100429 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100504 DATE AS OF CHANGE: 20100504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 10795035 BUSINESS ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 989-839-5350 MAIL ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 8-K 1 chem8k_050410.htm CHEMICAL FINANCIAL FORM 8-K Chemical Form 8-K - 05/04/10

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): April 29, 2010

Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)

 

Michigan
(State or Other Jurisdiction
of Incorporation)

000-08185
(Commission
File Number)

38-2022454
(IRS Employer
Identification No.)

 



235 E. Main Street
Midland, Michigan

(Address of Principal Executive Offices)

 


48640
(Zip Code)

 

Registrant's telephone number, including area code:  (989) 839-5350


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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 29, 2010, James Meyer and Grace Shearer were appointed to the Board of Directors of Chemical Financial Corporation ("Chemical") effective May 1, 2010. Mr. Meyer will be appointed to the Audit Committee. Ms. Shearer will be appointed to the Compensation and Pension Committee.

                    Mr. Meyer and Ms. Shearer were appointed to the Board of Directors pursuant to an Agreement and Plan of Merger, dated as of January 7, 2010, between Chemical and O.A.K. Financial Corporation ("OAK"). Chemical completed its acquisition of OAK on April 30, 2010. Mr. Meyer and Ms. Shearer are both former directors of OAK.

                    Neither Mr. Meyer nor Ms. Shearer is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

                    Mr. Meyer and Ms. Shearer will be entitled to receive compensation for their service as a director consistent with the compensation paid to other directors as described in Chemical's Proxy Statement for Chemical's April 19, 2010 annual meeting of shareholders.

Item 7.01

Regulation FD Disclosure.

                    On May 4, 2010, Chemical issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. The information under this Item 7.01 and the Exhibit are furnished to, and not filed with, the Commission.

Item 9.01.

Financial Statements and Exhibits.

 

 

 

 

(d)

Exhibits:

 

 

 

 

99.1

Press Release dated May 4, 2010. This Exhibit is furnished to, and not filed with, the Commission.





2


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.

Dated:

May 4, 2010

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

 

 

/s/ Lori A. Gwizdala


 

 

     Lori A. Gwizdala
     Executive Vice President, Chief Financial
     Officer and Treasurer












3


EXHIBIT INDEX


Exhibit Number

 

Document

 

 

 

99.1

 

Press Release dated May 4, 2010. This Exhibit is furnished to, and not filed with, the Commission.













4

EX-99.1 2 chemex991_050410.htm CHEMICAL FINANCIAL EXHIBIT 99.1 TO FORM 8-K Chemical Financial Exhibit 99.1 to Form 8-K - 05/04/10

EXHIBIT 99.1

PRESS RELEASE

 

NASDAQ:

CHFC

FOR RELEASE:

IMMEDIATE

DATE:

May 4, 2010

 

 

CONTACT:

DAVID B. RAMAKER

 

(989) 839-5269

GRACE SHEARER AND JAMES MEYER NAMED TO CHEMICAL FINANCIAL
CORPORATION BOARD OF DIRECTORS

          Midland, MI ... May 4, 2010 ... Chemical Financial Corporation today announced that Grace O. Shearer, retired CEO, West Michigan Heart, P.C. and James B. Meyer, past Chairman of the Board, President and CEO, Spartan Stores, Inc., were appointed to the Board of Directors of Chemical Financial Corporation, expanding the Board to 15 members. Both were directors of O.A.K. Financial Corporation, and its wholly-owned subsidiary Byron Bank, which was acquired by Chemical Financial Corporation on April 30, 2010.

          "We are very pleased that Grace and Jim have joined the Chemical Financial Corporation Board. Their leadership, business expertise, knowledge of community banking, and intimate involvement in the greater Grand Rapids community will provide invaluable guidance as we expand our presence in West Michigan," said David B. Ramaker, Chairman of the Board, Chief Executive Officer and President of Chemical Financial Corporation.

          Mrs. Shearer, who has been a director of O.A.K. Financial Corporation since 2002, is the retired CEO of West Michigan Heart, P.C., a leading cardiology service provider in West Michigan. Mrs. Shearer was vice president of operations for St. Mary's Hospital and in 1992 served as interim Chief Executive Officer. Active in a variety of civic and charitable affairs, she was past Chairperson for Pine Rest Christian Mental Health Services, President of the Rotary Club of Grand Rapids and its Foundation. She has served on the boards of Calvin College and the Grand Rapids Chamber of Commerce. Mrs. Shearer received her B.A. from the University of Michigan and her M.B.A. from Eastern Michigan University.






          Mr. Meyer, who joined the Board of O.A.K. Financial Corporation in 2004, retired from Spartan Stores, Inc, a leading food services wholesaler and retailer, in 2003, after 30 years with the company. Under his leadership sales grew to over $2 billion annually. He was elected President and Chief Operating Officer of Spartan Stores in 1997 and a year later was named Chief Executive Officer. He was elected Chairman of the Board and CEO in 2000. He currently serves as Chairman of the Board of Heart of West Michigan United Way and of Davenport University. He is also on the boards of Hope Network and Unity Christian High School's Education Foundation. Mr. Meyer received his B.S. in business from Ferris State University and is a certified public accountant.

          Chemical Financial Corporation is the third-largest bank holding company headquartered in Michigan. The Corporation operates through 144 banking offices spread over 32 counties in the lower peninsula of Michigan. Chemical Financial Corporation's common stock trades on The Nasdaq Stock Market under the symbol CHFC and is one of the issues comprising the Nasdaq Global Select Market. More information on Chemical Financial Corporation is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

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