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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): October 15, 2009
First
Midwest Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
Incorporation)
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0-10967
(Commission
File Number) |
36-3161078
(IRS Employer Identification
No.)
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One
Pierce Place, Suite 1500, Itasca,
Illinois
60143
(Address of principal executive offices) (Zip Code) |
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(630)
875-7450
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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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:
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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FIRST
MIDWEST BANCORP, INC.
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FORM
8-K
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October
21, 2009
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Item 5.2 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
October 15, 2009, the Board of Directors of First Midwest Bancorp, Inc.
(“FMBI” or the “Company”) approved adjustments to the base salaries of
certain of the Company’s named executive officers as permitted by the
executive compensation provisions of the U.S. Department of the Treasury’s
(“USDT”) Capital Purchase Program (“CPP”).
The
adjustments will modify the mix between the fixed and variable components
of compensation to be paid to each such officer during 2010. The approved
adjustments will become effective on January 1, 2010, and such adjustments
will effectively suspend each such officer’s variable compensation
resulting from participation in the Company’s Short-Term
Incentive Compensation and Performance-Awarded
Restricted Stock Award programs, and approximately increase the
fixed component of each such executive’s base salary as follows: Michael
L. Scudder - $409,000; Thomas J. Schwartz - $208,000; Paul F. Clemens
$73,000; and Victor P. Carapella - $63,000 (in each case a “Salary
Adjustment”).
With
respect to each such officer, the Salary Adjustment will be paid (during
2010) in accordance with the Company’s standard payroll procedures and
consist of up to: (1) 25% cash; and (2) 75% shares of FMBI common stock,
which may not be sold or otherwise transferred until the Company repays
the USDT’s investment in the Company under the CPP, except upon death or
permanent disability. The number of shares of FMBI common stock
granted as of each payroll period end date to each such officer will be
determined by dividing that portion of his Salary Adjustment payable for
the period, by the average of the high and low price of FMBI’s common
stock on the Nasdaq Stock Market (“Nasdaq”) on the date prior to
applicable payroll date.
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SIGNATURES
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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 thereunto
duly
authorized.
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First
Midwest Bancorp, Inc.
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(Registrant)
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Date:
October 21, 2009
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/s/
CYNTHIA A. LANCE
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By: Cynthia
A. Lance
Executive
Vice President and
Corporate
Secretary
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