Midland States Bancorp (MSBI) investors back directors, pay plan and Crowe LLP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Midland States Bancorp, Inc. reported the results of its 2026 annual meeting of shareholders. Four Class I directors — Jennifer L. DiMotta, Jeffrey G. Ludwig, Richard T. Ramos, and Jeffrey C. Smith — were elected to terms expiring at the 2029 annual meeting.

Shareholders approved, on a non-binding advisory basis, the compensation of certain executive officers, with 15,365,734 votes for and 534,594 against. They also ratified the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 17,464,725 votes for and 144,831 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay for votes: 15,365,734 votes Say-on-pay against votes: 534,594 votes Auditor ratification for votes: 17,464,725 votes +4 more

7 metrics

Say-on-pay for votes 15,365,734 votes Advisory approval of executive compensation

Say-on-pay against votes 534,594 votes Advisory approval of executive compensation

Auditor ratification for votes 17,464,725 votes Ratification of Crowe LLP for year ending Dec. 31, 2026

Auditor ratification against votes 144,831 votes Ratification of Crowe LLP for year ending Dec. 31, 2026

Votes for Jeffrey G. Ludwig 15,088,544 votes Election as Class I director to 2029 annual meeting

Votes for Jennifer L. DiMotta 9,306,307 votes Election as Class I director to 2029 annual meeting

Broker non-votes on Proposal 2 1,753,315 votes Say-on-pay advisory proposal

Key Terms

non-binding, advisory basis, broker non-votes, independent registered public accounting firm, annual meeting of shareholders, +1 more

5 terms

non-binding, advisory basis regulatory

"A proposal to approve, on a non-binding, advisory basis, the compensation of certain of the Company’s executive officers"

broker non-votes regulatory

"Broker Non-Votes ------------------------------------------------------------------- | 15,365,734 | | | | 534,594 | | | | 181,775 | | | | 1,753,315"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"A proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of shareholders regulatory

"On May 4, 2026, Midland States Bancorp, Inc. held its 2026 annual meeting of shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

non-cumulative perpetual preferred stock financial

"Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value)"

Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.

Understanding 8-K Material Events →

05/08/2026 - 04:02 PM

United States

Securities And Exchange Commission
Washington, DC 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): May 4, 2026

Midland States Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Illinois	001-35272	37-1233196
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (217) 342-7321

N/A
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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, $0.01 par value	MSBI	The NASDAQ Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, $2.00 par value)	MSBIP	The NASDAQ Market LLC

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 ¨

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 May 4, 2026, Midland States Bancorp, Inc. (the “Company”) held its 2026 annual meeting of shareholders.

Proposal 1 – Election of Directors. A proposal to elect the four nominees named in the Company’s proxy statement for the annual meeting, to serve as Class I directors, each for a term expiring at the Company’s 2029 annual meeting of shareholders, was presented to the shareholders. Each of the nominees was elected and the results of the shareholder vote were as follows:

Nominee	For		Against		Abstentions		Broker Non-Votes
Jennifer L. DiMotta		9,306,307		6,436,282		339,514		1,753,315
Jeffrey G. Ludwig		15,088,544		949,900		43,659		1,753,315
Richard T. Ramos		14,776,389		1,115,917		189,797		1,753,315
Jeffrey C. Smith		14,693,111		1,199,888		189,104		1,753,315

Proposal 2 – Say-on-Pay. A proposal to approve, on a non-binding, advisory basis, the compensation of certain of the Company’s executive officers, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

For				Against				Abstentions				Broker Non-Votes
	15,365,734				534,594				181,775				1,753,315

Proposal 3 – Auditor Ratification. A proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

For				Against				Abstentions				Broker Non-Votes
	17,464,725				144,831				225,862				—

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.

Date: May 8, 2026	MIDLAND STATES BANCORP, INC.

	By:	/s/ Nathan Sturycz
	Name:	Nathan Sturycz
	Title:	General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Midland States Bancorp (MSBI) shareholders decide about board elections in 2026?

Shareholders elected four Class I directors—Jennifer L. DiMotta, Jeffrey G. Ludwig, Richard T. Ramos, and Jeffrey C. Smith—to terms expiring at the 2029 annual meeting. Each nominee received more votes “for” than “against,” confirming continued board composition stability.

How did Midland States Bancorp (MSBI) shareholders vote on executive compensation?

Shareholders approved executive compensation on a non-binding, advisory basis, with 15,365,734 votes for, 534,594 against, and 181,775 abstentions. There were 1,753,315 broker non-votes. This indicates overall shareholder support for the company’s current executive pay practices.

Which audit firm did Midland States Bancorp (MSBI) shareholders ratify for 2026?

Shareholders ratified Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 17,464,725 for, 144,831 against, and 225,862 abstentions, with no broker non-votes recorded on this proposal.

What were the vote results for Midland States Bancorp (MSBI) director nominee Jennifer L. DiMotta?

Jennifer L. DiMotta received 9,306,307 votes for, 6,436,282 against, and 339,514 abstentions, with 1,753,315 broker non-votes. Although opposition was notable, the majority of votes cast were in favor, resulting in her election as a Class I director.

How strong was shareholder support for Midland States Bancorp (MSBI) director Jeffrey G. Ludwig?

Jeffrey G. Ludwig received 15,088,544 votes for, 949,900 against, and 43,659 abstentions, plus 1,753,315 broker non-votes. The large “for” vote relative to “against” and abstentions indicates solid shareholder backing for his continued service on the board.

What does the non-binding say-on-pay vote mean for Midland States Bancorp (MSBI)?

The say-on-pay vote, while advisory, reflects shareholder sentiment on executive compensation. With 15,365,734 votes for and 534,594 against, investors signaled broad support for the pay program, giving the board feedback without directly changing compensation arrangements.

Filing Exhibits & Attachments

4 documents