8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 20, 2011

MainSource Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of incorporation) 0-12422 (Commission File Number) 35-1562245 (IRS Employer Identification No.)

2105 N. State Road 3 Bypass

Greensburg, Indiana 47240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (812) 663-6734

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)On June 20, 2011, the Board of Directors of MainSource Financial Group, Inc. (the “Company”), pursuant to the authority granted by the By-laws of the Company, elected Charles J. Thayer to the Board effective July 18, 2011, to fill a vacancy on the Board.  The Company issued a press release announcing the election, a copy of which is attached to this Form 8-k as Exhibit 99.1.

Mr. Thayer will receive an annual retainer of 4,000 shares of common stock of the Company (pro rated for 2011), plus $1,000 for each Board or committee meeting he attends.  Mr. Thayer has not yet been named to any committees of the Board of Directors, although he is anticipated to be named to at least one committee after he joins the Board.  Mr. Thayer’s initial term will end at the Company’s 2012 Annual Meeting.

Mr. Thayer currently serves as the Chairman and Managing Director of Chartwell Capital Ltd, and as an advisory board member of Louisville Development Bancorp, the holding company for the Louisville Community Development Bank.  Mr. Thayer previously served as a board member for Republic Bank, CogenAmerica, and Sunbeam Corporation.  Mr. Thayer also spent twenty (20) years in banking prior to organizing Chartwell Capital in 1990, serving in executive level positions with PNC Financial and Citizens Fidelity Corporation.

There are no arrangements or understandings between Mr. Thayer and any other persons pursuant to which he was selected as a director. There are no current or proposed transactions between the Company and Mr. Thayer or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

A copy of the Company’s press release regarding the appointment of Mr. Thayer is furnished as Exhibit 99.1 to this Report.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release of MainSource Financial Group, Inc. dated June 24, 2011, regarding the appointment of Charles J. Thayer to the Board of Directors.

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SIGNATURE

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:  June 24, 2011

MAINSOURCE FINANCIAL GROUP, INC.
By:	/s/ Archie M. Brown, Jr.
	Archie M. Brown, Jr.
	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of MainSource Financial Group, Inc. dated June 24, 2011.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

DATE:	June 24, 2011     4:30 p.m. E.S.T
CONTACT:	Archie M. Brown, President and CEO
	MainSource Financial Group, Inc. 812-663-6734

Thayer Appointed to Board of Directors for
MainSource Financial Group

Archie M. Brown, President and CEO of MainSource Financial Group, announced today that Charles J. Thayer was appointed to the Board of Directors of MainSource at its Board of Directors Meeting held on June 20, 2011, to be effective with the Board of Directors meeting to be held on July 18, 2011.  At that time Mr. Thayer will also be appointed to the Board of Directors of MainSource Bank.

Mr. Thayer brings over forty years of experience working with the banking industry to the Board of Directors, in addition to extensive corporate board expertise.  Currently, Mr. Thayer is Chairman and Managing Director of Chartwell Capital, LTD, a private investment firm providing specialized advisory services to banks, corporations and institutional investors.  Mr. Thayer is also currently Chairman of the American Association of Banking Directors, a role he has served in since 2007.  Prior to organizing Chartwell Capital, LTD, Mr. Thayer served in a variety of executive level positions for PNC Financial and Citizens Fidelity Corporation.  In addition, he has served on boards for a variety of corporations in various industries across the United States including Sunbeam Corporation, CogenAmerica, Republic Bank (Florida) and The Cystic Fibrosis Foundation.  He is a founding board member of the National Association of Corporate Directors - Florida.

Mr. Brown stated, “We are very pleased to have Charles join our board.  Charles brings a wealth of knowledge and experience in business, banking and corporate governance.  Our industry is facing many challenges over the next few years and we know that Charles’ background is uniquely suited to strengthen our board as well as our company.”

Mr. Thayer stated, “I look forward to participating with the MainSource board as we address the challenges faced by the banking industry.”

MainSource Financial Group is listed on the NASDAQ National Market (under the symbol: “MSFG”) and is a community-focused, financial holding company with assets of approximately $2.9 billion. The Company operates 69 offices in 32 Indiana counties, 6 offices in 3 Illinois counties, 4 offices in 3 Kentucky counties, and 6 offices in 2 Ohio counties through its banking subsidiary, MainSource Bank, Greensburg, Indiana. Through its non-banking subsidiaries, MainSource Insurance LLC, and MainSource Title LLC, the Company provides various related financial services.

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MainSource Financial Group, 1205 North State Road 3 Bypass, Greensburg, IN  47240