mbfi8k_120705.htm
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) December 5, 2007
MB
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
Maryland 0-24566-01 36-4460265
(State
or other
jurisdiction (Commission
File No.) (IRS
Employer
jurisdiction
of
incorporation) Identification
Number)
800
West
Madison Street, Chicago,
Illinois 60607
(Address of principal
executive offices) (Zip
code)
Registrant's
telephone number, including area code: (888)
422-6562
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:
|
(
)
|
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))
|
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
December 5, 2007, the Board of
Directors of MB Financial, Inc. (the “Company”) approved amendments to the
Company’s non-qualified stock and non-stock deferred compensation plans to give
the Company greater flexibility in determining the amount of matching and
additional employer contributions under the plans, including the ability to
vary
contribution amounts among participants in the Company’s sole
discretion. The Board also approved amendments to the plans to ensure
compliance with Section 409A of the Internal Revenue Code of 1986, as amended,
and the final regulations thereunder, to merge into the non-stock plan the
First
Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan, and to reflect
the termination of Union Bank, N.A., a former subsidiary of the Company which
was sold on November 28, 2007, as a sponsoring employer of the
plans.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
December 5, 2007, the Company’s Board of Directors approved amendments to
Article V of the Company’s bylaws to clarify the Company’s ability to issue
uncertificated shares of the Company’s stock, in order to ensure compliance with
rules adopted by the NASDAQ Stock Market that require listed companies to be
eligible for a direct registration system (“DRS”) by January 1,
2008. A DRS permits a stockholder’s ownership to be recorded and
maintained on the books of the issuer or its transfer agent without issuance
of
a physical stock certificate. A copy of the Company’s amended and
restated bylaws is attached as Exhibit 3.1 to this report.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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.
MB
FINANCIAL,
INC.
Date:__12/11/07_____________ BY:_/s/
Jill E.
York___________________
Jill
E. York
Vice
President and Chief
Financial Officer
EXHIBIT
INDEX
Exhibit
No. Description