8-K

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): September 16, 2021  (September 15, 2021)

 

(Exact name of registrant as specified in its charter)

Delaware	001-39320	36-3161078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois	60631-3655
(Address of principal executive offices)	(ZIP Code)

Registrant’s telephone number, including area code:  (708) 831-7483

N/A

(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))  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.01 par value	FMBI	The NASDAQ Stock Market
Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A	FMBIP	The NASDAQ Stock Market
Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C	FMBIO	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company 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.

On September 15, 2021, First Midwest Bancorp, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed merger of Old National Bancorp (“Old National”) and the Company (the “Merger”). At the Special Meeting, the Company’s stockholders considered three matters related to the Merger, each of which is described more fully in the joint proxy statement/prospectus of the Company and Old National , dated as of July 27, 2021 (the “Joint Proxy Statement/Prospectus”), as supplemented by certain Company filings prior to the date of the Special Meeting. A total of 95,230,590 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which represented approximately 83.30% of the Company’s total outstanding shares of common stock entitled to vote at the Special Meeting.

The vote results on the matters presented at the Special Meeting are set forth below.

Item 1 – Merger Proposal. A proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 30, 2021 (the “Merger Agreement”), by and between the Company and Old National was approved upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	93,787,720		1,206,297		236,573		—

Item 2 – Compensation Proposal. An advisory (non-binding) proposal regarding the merger-related compensation payments that will or may be paid by the Company to its named executive officers in connection with the transactions contemplated by the Merger Agreement was approved upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	87,987,942		2,858,385		4,384,263		—

Item 3 – Adjournment Proposal. A proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to the Company’s stockholders was approved upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	85,122,305		9,834,800		273,485		—

No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the meeting was not adjourned and proceeded to conclusion.

On September 16, 2021, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated September 16, 2021
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

Date: September 16, 2021	FIRST MIDWEST BANCORP, INC.
	/s/ Nicholas J. Chulos
	Name:	Nicholas J. Chulos
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

 

For Immediate Release

FIRST MIDWEST ANNOUNCES OVERWHELMING STOCKHOLDER
SUPPORT FOR PARTNERSHIP WITH OLD NATIONAL

CHICAGO, IL, September 16, 2021 – First Midwest Bancorp, Inc. (“First Midwest”) today announced that its stockholders have overwhelmingly approved the proposed merger between First Midwest and Old National Bancorp (“Old National”), which was announced on June 1, 2021. At First Midwest’s stockholder meeting held on September 15, 2021, approximately 99% of the votes cast voted in favor of the merger.

“Our partnership with Old National is, at its core, a growth strategy that will put us in an even stronger position to invest, grow and innovate in talent, capabilities and services across our combined footprint,” said Michael L. Scudder, Chairman and CEO of First Midwest. “We are very pleased our stockholders also see the value that this partnership will bring to our clients, colleagues and communities and in driving long-term stockholder value.”

Completion of the merger remains subject to regulatory approval by the Board of Governors of the Federal Reserve System and satisfaction of the other customary closing conditions set forth in the merger agreement between the First Midwest and Old National. The Office of the Comptroller of the Currency has approved the application for the merger of First Midwest and Old National.

The merger remains on track for an expected closing in the fourth quarter of 2021.

About First Midwest

First Midwest (NASDAQ: FMBI) is a relationship-focused financial institution and one of the largest independent publicly traded bank holding companies based on assets headquartered in Chicago and the Midwest, with approximately $22 billion of assets and an additional $15 billion of assets under management. First Midwest Bank and First Midwest’s other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust and private banking products and services. The primary footprint of First Midwest’s branch network and other locations is in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, and eastern Iowa. Visit First Midwest at www.firstmidwest.com.

First Midwest Bancorp, Inc. | 8750 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts or guarantees of future performance or events but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements also are subject to known and unknown risks, uncertainties, and assumptions and may include statements relating to First Midwest’s future financial performance, delays in completing the pending merger of First Midwest and Old National, the failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the merger on a timely basis or at all, the possibility that the anticipated benefits of the merger are not realized when expected or at all, the inability to realize cost savings or improved revenues or to implement integration plans and other consequences associated with the proposed merger and the continued or potential effects of the COVID-19 pandemic and related variants and mutations on First Midwest’s business, financial condition, liquidity, loans, asset quality and results of operations. For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, you should refer to the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of First Midwest’s Annual Report on Form 10-K for the year ended December 31, 2020, First Midwest’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and in First Midwest’s subsequent filings made with the SEC. These risks and uncertainties are not exhaustive, and other sections of these reports describe additional factors that could adversely impact First Midwest’s business and financial performance. First Midwest cautions you not to place undue reliance on any forward-looking statements. These statements speak only as of the date made, and First Midwest is under no duty to update any of the forward-looking statements to conform prior statements to actual results or revised expectations, and does not intend to do so.

CONTACT:

Maurissa Kanter

SVP, Director of Corporate Communications

708.831.7345

maurissa.kanter@firstmidwest.com

First Midwest Bancorp, Inc. | 8750 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631

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Cover	Sep. 15, 2021
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Sep. 15, 2021
Entity File Number	001-39320
Entity Registrant Name	First Midwest Bancorp, Inc.
Entity Central Index Key	0000702325
Entity Tax Identification Number	36-3161078
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8750 West Bryn Mawr Avenue
Entity Address, Address Line Two	Suite 1300
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631-3655
City Area Code	708
Local Phone Number	831-7483
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	FMBI
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	FMBIP
Security Exchange Name	NASDAQ
Series C Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary shares, each representing a 1/40th interest in a share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	FMBIO
Security Exchange Name	NASDAQ