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Section 1: 8-K (8-K SPECIAL SHAREHOLDER MEETING VOTING RESULTS)

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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): June 7, 2019
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.)
 

333 W. Fort Street, Suite 1800
Detroit, Michigan
(Address of Principal Executive Offices)
 
48226
(Zip Code)
 
Registrant's telephone number, including area code:  (800) 867-9757

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))
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
CHFC
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    o
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. o
 
 
 
 
 





Item 5.07
Submission of Matters to a Vote of Security Holders.
Chemical Financial Corporation ("Chemical") held a special meeting of its shareholders on Friday, June 7, 2019, in Troy, Michigan related to Chemical's proposed merger with TCF Financial Corporation ("TCF"). At the special meeting, Chemical's shareholders voted on four proposals, as described in the joint proxy statement and prospectus of Chemical and TCF dated May 2, 2019, and cast their votes as described below:

Proposal 1- Approval of the Merger Agreement
Chemical's shareholders approved the Agreement and Plan of Merger, dated January 27, 2019, by and between Chemical and TCF (the "merger agreement"), under which TCF will merge with an into Chemical, with Chemical continuing as the surviving entity. The following is a tabulation of the voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
54,778,223

 
814,081

 
331,798

 

Proposal 2 - Approval of the Amendment to Chemical's Articles of Incorporation
Chemical's shareholders approved an amendment to Chemical's Articles of Incorporation to increase the number of authorized shares of Chemical common stock from 135 million to 220 million and to change the name of Chemical to "TCF Financial Corporation," effective only upon consummation of the merger. The following is a tabulation of the voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
54,149,002

 
1,428,574

 
346,526

 
Proposal 3 - Compensation Proposal
Chemical's shareholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to Chemical's named executive officers that is based on or otherwise relates to the merger. The following is a tabulation of the voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
37,290,719

 
18,196,241

 
437,142

 
Proposal 4 - Adjournment Proposal
Chemical's shareholders approved a proposal to adjourn the Chemical special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of Proposal 1, the Chemical merger proposal, or Proposal 2, the Chemical articles amendment proposal. Although Proposal 4 was approved, the adjournment of the special meeting was not necessary because Chemical's shareholders approved Proposals 1 and 2. The following is a tabulation of the voting results:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
 
 
 
 
 
 
 
51,812,504

 
3,686,401

 
425,197

 
Item 8.01
Other Events.
On June 7, 2019, Chemical and TCF issued a joint press release announcing that each company's shareholders approved the merger agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits
(d) Exhibits:
Number
 
Exhibit
99.1
 
    





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:
June 7, 2019
CHEMICAL FINANCIAL CORPORATION
(Registrant)
 
 
 
 
 
 
 
 
/s/ Dennis L. Klaeser
 
 
     Dennis L. Klaeser
     Executive Vice President and Chief Financial
     Officer



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Section 2: EX-99.1 (EXHIBIT 99.1 PRESS RELEASE SPECIAL MEETING RESULTS)

Exhibit


NEWS RELEASE                    398253329_duallogoa01.jpg


CHEMICAL FINANCIAL CORPORATION AND TCF FINANCIAL CORPORATION SHAREHOLDERS APPROVE MERGER OF EQUALS

DETROIT, Mich. & WAYZATA, Minn. (June 7, 2019) - Chemical Financial Corporation (Chemical) (NASDAQ: CHFC) and TCF Financial Corporation (TCF) (NYSE: TCF) today jointly announced that at separate special meetings held today, each company’s shareholders approved the proposed merger of equals in which TCF will merge into Chemical. The combined holding company and bank will be headquartered in Detroit, Michigan and operate under the TCF name and brand following the closing of the transaction.

“I am encouraged by the strong level of shareholder support received for this partnership and the accelerated shareholder value we expect it to create," said Craig R. Dahl, TCF chairman and chief executive officer. “This positive shareholder response demonstrates a broad recognition of the shared strategic vision and complementary strengths of the two organizations. We look forward to bringing together the best of both banks to benefit our shareholders, customers, employees and the communities we serve.”

“Today’s vote was an important step for us as we move forward with our focus on creating a premier Midwest bank,” said Gary Torgow, Chemical’s executive chairman. “As we become one company, we will be able to provide a more robust product set to a broader customer base, with limited overlap and disruption. With our increased scale and an enhanced competitive position, our new organization will be poised to thrive in today’s evolving banking environment.”

Upon completion of the merger, the combined company will have over $45 billion in total assets and be a top 10 bank in the Midwest based on deposit market share. With over 500 combined branches across nine states, the new organization will have a substantial presence in key Midwest markets including Detroit, Chicago, Minneapolis, Milwaukee and greater Michigan.

The merger is expected to close in the third quarter or early fourth quarter of 2019, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

About Chemical Financial Corporation
Chemical Financial Corporation is the largest banking company headquartered and operating branches in Michigan. Chemical operates through its subsidiary bank, Chemical Bank, with 212 banking offices located primarily in Michigan, northeast Ohio and northern Indiana. As of March 31, 2019, Chemical had total consolidated assets of $21.8 billion. Chemical Financial Corporation’s common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issuers comprising The NASDAQ Global Select Market and the S&P MidCap 400

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Index. More information about Chemical Financial Corporation is available by visiting the “Investor Information” section of its website at www.chemicalbank.com.

About TCF Financial Corporation
TCF is a Wayzata, Minnesota-based national bank holding company. As of March 31, 2019, TCF had
$24.4 billion in total assets and 312 bank branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona and South Dakota providing retail and commercial banking services. TCF, through its subsidiaries, also conducts commercial leasing and equipment finance business in all 50 states and commercial inventory finance business in all 50 states and Canada. For more information about TCF, please visit http://ir.tcfbank.com.

Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release, which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “may,” “anticipate,” “create,” “plan,” “expect,” “should,” and “could” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
the outcome of any legal proceedings that may be instituted against Chemical or TCF;
the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Chemical and TCF do business, or as a result of other unexpected factors or events;
the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
the integration of the businesses and operations of Chemical and TCF, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Chemical’s or TCF’s existing businesses;
business disruptions following the merger; and
other factors that may affect future results of Chemical and TCF including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent

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and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Item 1A of each of Chemical’s and TCF’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018. Chemical and TCF disclaim any obligation to update or revise any forward-looking statements contained in this report, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Chemical Financial Corporation
Investor Relations: Dennis Klaeser, (248) 498-2848, [email protected]
Media: Tom Wennerberg, (248) 498-2872, [email protected]

TCF Financial Corporation
Investor Relations: Timothy Sedabres, (952) 745-2766, [email protected]
Media: Mark Goldman, (952) 475-7050, [email protected]

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