Current Report Filing (8-k)
12 January 2019 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report
(Date of earliest event reported)
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January 11, 2019
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MidWest
One
Financial Group, Inc.
(Exact name of registrant as specified in its charter)
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Commission file number 001-35968
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Iowa
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42-1206172
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification Number)
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102 South Clinton Street
Iowa City, Iowa 52240
(Address of principal executive offices, including zip code)
(319) 356-5800
(Registrant's telephone number, including area code)
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 (
see
General Instruction A.2 below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 January 11, 2019, MidWest
One
Financial Group, Inc. (“MidWest
One
”) held a special meeting of shareholders, at which MidWest
One
's shareholders voted on a proposal to approve and adopt the Agreement and Plan of Merger, dated August 21, 2018, by and between MidWest
One
and ATBancorp ("ATB"), pursuant to which ATB will merge with and into MidWest
One
(the "Merger Proposal"), and on a proposal to approve the issuance of approximately 4,117,541 shares of MidWest
One
common stock to ATB's shareholders in connection with the merger. There were 12,222,145 shares of MidWest
One
common stock issued and outstanding on the record date for the special meeting and entitled to vote at the special meeting, and 9,612,184 shares were represented in person or by proxy at the special meeting, which constituted a quorum.
The results of the vote on the Merger Proposal were as follows:
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Number of Shares
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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9,518,343
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60,117
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33,724
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The results of the vote on the issuance of common stock in connection with the Merger Proposal were as follows:
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Number of Shares
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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9,468,885
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109,413
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33,886
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The approval of the Merger Proposal required the affirmative vote of the holders of a majority of the votes entitled to be cast on the proposal. The approval of the issuance of common stock required the affirmative vote of a majority of the shares of MidWest
One
common stock represented in person or by proxy at the special meeting. Accordingly, the Merger Proposal and the issuance of common stock were approved.
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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M
ID
W
EST
O
NE
F
INANCIAL
G
ROUP
, I
NC
.
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Dated:
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January 11, 2019
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By:
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/s/ B
ARRY
S. R
AY
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Barry S. Ray
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Senior Vice President and Chief Financial Officer
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