Midland States Bancorp Announces Annual Shareholder Meeting on May 6, 2024

TL;DR

<b>Midland States Bancorp will hold its annual shareholder meeting on May 6, 2024, to elect directors, vote on executive compensation, and ratify auditor appointments.</b>

AI Summary

Midland States Bancorp, Inc. (MSBIP) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. The annual meeting of Midland States Bancorp, Inc. shareholders will be held on May 6, 2024, at 5:30 p.m. local time in Effingham, Illinois. Shareholders will vote on electing three Class II directors for terms expiring in 2027. A non-binding advisory vote on executive compensation ('say-on-pay') is scheduled. The appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2024, will be ratified. The record date for determining shareholders eligible to vote is March 7, 2024.

Why It Matters

For investors and stakeholders tracking Midland States Bancorp, Inc., this filing contains several important signals. The meeting agenda includes key corporate governance decisions such as director elections and executive compensation approval, which directly impact shareholder representation and company strategy. Shareholder ratification of the independent auditor is a standard but crucial step in maintaining financial transparency and investor confidence.

Risk Assessment

Risk Level: — Midland States Bancorp, Inc. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic shifts that would indicate elevated risk.

Analyst Insight

Shareholders should review the director nominees and executive compensation details before the May 6th meeting to exercise their voting rights effectively.

Key Numbers

• May 6, 2024 — Annual Meeting Date (Date of the annual meeting of shareholders)
• March 7, 2024 — Record Date (Date for determining shareholders entitled to vote)
• 2027 — Director Term Expiration (Year for which elected directors' terms will expire)

Key Players & Entities

• Midland States Bancorp, Inc. (company) — Registrant
• May 6, 2024 (date) — Annual Meeting date
• Crowe LLP (company) — Independent registered public accounting firm
• December 31, 2024 (date) — Fiscal year end for auditor appointment
• March 7, 2024 (date) — Record date for shareholders
• Jeffrey C. Smith (person) — Chairman
• 2027 (date) — Director term expiration

FAQ

Risk Factors

• Shareholder Voting and Quorum Requirements [low — regulatory]: An insufficient number of votes may lead to an adjournment or postponement of the meeting to allow for further proxy solicitation.

Industry Context

Midland States Bancorp, Inc. operates as a bank holding company providing a range of financial services. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, which governs the information required in proxy statements for shareholder meetings.

What Investors Should Do

1. Review the biographies and qualifications of the director nominees.
2. Evaluate the proposed executive compensation details and the rationale behind them.
3. Confirm the appointment of Crowe LLP as the independent auditor for the fiscal year ending December 31, 2024.

Key Dates

• 2024-05-06: Annual Shareholder Meeting — Election of directors, advisory vote on executive compensation, and ratification of independent auditor.
• 2024-03-07: Record Date — Determines shareholders eligible to vote at the annual meeting.
• 2024-03-25: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) filed for the upcoming annual meeting, indicating a routine corporate governance event.

Key Financial Figures

• $13,500 — l investors, for an anticipated cost of $13,500. We may reimburse brokerage houses and

Filing Documents

• tm242697-d2_def14a.htm (DEF 14A) — 1087KB
• lg_midland-4c.jpg (GRAPHIC) — 10KB
• sg_jeffreysmith-bw.jpg (GRAPHIC) — 6KB
• ph_smithjeffrey-4c.jpg (GRAPHIC) — 13KB
• ph_ludwigjeffrey-4c.jpg (GRAPHIC) — 11KB
• ph_binghamdean-4c.jpg (GRAPHIC) — 13KB
• ph_geraldjcarlson-4c.jpg (GRAPHIC) — 13KB
• ph_dimottajennifer-4c.jpg (GRAPHIC) — 14KB
• ph_sherinaedwards-4c.jpg (GRAPHIC) — 15KB
• ph_mcdanieljerry-4c.jpg (GRAPHIC) — 11KB
• ph_mcdonnell-4c.jpg (GRAPHIC) — 12KB
• ph_ramosrichard-4c.jpg (GRAPHIC) — 11KB
• ph_schultzrobert-4c.jpg (GRAPHIC) — 12KB
• pc_paymix-4c.jpg (GRAPHIC) — 47KB
• bc_captsr-4c.jpg (GRAPHIC) — 116KB
• bc_netincome-4c.jpg (GRAPHIC) — 38KB
• bc_adjusted-4c.jpg (GRAPHIC) — 101KB
• px_24midland1pg1-4c.jpg (GRAPHIC) — 986KB
• px_24midland1pg2-4c.jpg (GRAPHIC) — 703KB
• 0001104659-24-038083.txt (&nbsp;) — 6920KB
• msbi-20231231.xsd (EX-101.SCH) — 9KB
• msbi-20231231_def.xml (EX-101.DEF) — 9KB
• msbi-20231231_lab.xml (EX-101.LAB) — 31KB
• msbi-20231231_pre.xml (EX-101.PRE) — 8KB
• tm242697-d2_def14a_htm.xml (XML) — 155KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 Summary Compensation Table 31 Grants of Plan-Based Awards 32 Outstanding Equity Awards 33 Option Exercises and Stock Vested in 2023 34 Nonqualified Deferred Compensation 34 Potential Payments Upon Termination or Change in Control 34 Employment Agreements 36 Long Term Incentive Plans 38 i TABLE OF CONTENTS Other Compensation Programs 39 CEO Pay Ratio 40 PAY VERSUS PERFORMANCE DISCLOSURE 41 PROPOSAL 2—ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION 45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 46 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 49 AUDIT COMMITTEE REPORT 50 PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 51 General 51 Accountant Fees 51 Audit Committee Pre-Approval Policy 51 ii TABLE OF CONTENTS MIDLAND STATES BANCORP, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS MAY 6, 2024 These proxy materials are furnished in connection with the solicitation by the Board of Directors of Midland States Bancorp, Inc., an Illinois corporation (the " Company ") and the holding company of Midland States Bank (the " Bank "), of proxies to be used at the 2024 annual meeting of shareholders of the Company, to be held at the Holiday Inn that is located at 1301 Avenue of Mid-America, Effingham, Illinois 62401, on Monday, May 6, 2024, at 5:30 p.m., local time, and at any adjournments or postponements of such meeting. A complete list of the shareholders entitled to vote at the 2024 annual meeting of shareholders is kept on file at the Company's principal executive offices, located at 1201 Network Centre Drive, Effingham, Illinois 62401. In accordance with the rules and regulations of the Securities and Exchange Commission (the " SEC "), instead of mailing a printed copy of our proxy materials to each shareholder of record, we furnish proxy materials, which include the Notice of Annual Meeting, this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, over the Internet unless otherwise instructed by the shareholder. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials is being mailed on or about March

View Full Filing

View this DEF 14A filing on SEC EDGAR