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)
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Michigan |
000-08185 |
38-2022454 |
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235 E. Main Street |
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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))
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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.
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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.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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99.1 |
Press Release dated May 4, 2010. This Exhibit is furnished to, and not filed with, the Commission. |
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.
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Dated: |
May 4, 2010 |
CHEMICAL FINANCIAL CORPORATION |
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/s/ Lori A. Gwizdala |
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Lori A. Gwizdala |
EXHIBIT INDEX
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Exhibit Number |
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Document |
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99.1 |
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Press Release dated May 4, 2010. This Exhibit is furnished to, and not filed with, the Commission. |