Midland States Bancorp Investors Approve All Proposals Despite Governance Dissent

Rhea-AI Filing Summary

Midland States Bancorp (Nasdaq: MSBI) filed an 8-K summarizing the 4 Aug 2025 annual shareholder meeting.

• Director election: Class III directors R. Dean Bingham, Jerry L. McDaniel and Jeffrey M. McDonnell were re-elected for terms ending 2028. Support levels were 71.0%, 59.4% and 81.3%, respectively.
• Say-on-pay: The advisory resolution on executive compensation passed with 13.4 m votes for (86.0%) versus 1.6 m against.
• Say-on-frequency: 83.6% of shares preferred an annual vote on compensation, aligning with the board’s stance.
• Auditor: Crowe LLP was ratified as independent auditor for FY 2025 with 97.5% support (16.9 m for; 0 broker non-votes).

No financial results, strategic transactions or capital actions were disclosed. Aside from notable 40% opposition to Director McDaniel, the proposals passed comfortably, suggesting overall but not unanimous shareholder confidence. Market impact should be minimal unless governance concerns over dissent gain traction.

Positive

• All four proposals passed, ensuring board continuity, stable governance and retention of Crowe LLP as auditor.
• Shareholders reaffirm annual say-on-pay votes, promoting consistent oversight of executive compensation.

Negative

• 40% opposition to Director Jerry L. McDaniel signals elevated shareholder discontent with board composition or performance.
• 11% opposition to executive compensation indicates some dissatisfaction that may intensify if financial performance weakens.

Insights

Corporate Governance Analyst

TL;DR: Routine vote; all items passed, but 40% dissent on one director flags governance watch.

Re-election of directors and advisory items were approved, maintaining board continuity and auditor engagement. However, McDaniel’s 59% support is below the 70-75% comfort zone many governance advisors expect, hinting at shareholder unease—often linked to compensation, tenure or strategic oversight. The annual say-on-pay preference reinforces accountability, yet 14% opposition to pay suggests moderate dissatisfaction. While not immediately value-moving, persistent dissent can pressure the board on future nominations or compensation structure. Net impact: neutral with a slight governance caution.

Portfolio Manager

TL;DR: Neutral event; no financial data, but dissent worth monitoring for long-term risk.

From a capital-markets view, this 8-K contains no earnings, guidance or balance-sheet changes, so price impact should be muted. Auditor ratification at 97% removes accounting-risk overhang. Yet 40% ‘against’ on McDaniel and 11% on pay could embolden activist voices if performance lags. I would not alter position based on this filing alone but will track next proxy cycle to see if dissent rises or triggers board refreshment.

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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): August 4, 2025

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 August 4, 2025, Midland States Bancorp, Inc. (the “Company”) held its 2025 annual meeting of shareholders.

Proposal 1 – Election of Directors. A proposal to elect the three nominees named in the Company’s proxy statement for the annual meeting, to serve as Class III directors, each for a term expiring at the Company’s 2028 annual meeting of shareholders, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

Nominee		For		Against		Abstentions		Broker Non-Votes
R. Dean Bingham		10,150,030		4,958,326		250,357		2,045,524
Jerry L. McDaniel		8,904,976		6,101,987		351,750		2,045,524
Jeffrey M. McDonnell		12,275,401		2,820,083		263,229		2,045,524

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
	13,411,127			1,593,405		354,181		2,045,524

Proposal 3 – Say-on-Frequency. A proposal to approve, on a non-binding, advisory basis, the frequency with which shareholders will vote on future say-on-pay proposals, was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
13,538,175		135,523		1,302,519		382,496		2,045,524

Based upon these results, and consistent with the Board of Directors’ previous recommendation, the Company will continue to hold an advisory stockholder vote to approve the compensation of its named executive officers every year.

Proposal 4 – 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, 2025 was presented to the shareholders. The results of the shareholder vote on the proposal were as follows:

For			Against		Abstentions		Broker Non-Votes
	16,945,301		434,372		24,564		—

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: August 7, 2025	Midland States Bancorp, Inc.
	By:	/s/ Nathan Sturycz
	Name:	Nathan Sturycz
	Title:	General Counsel

FAQ

Did Midland States Bancorp (MSBI) re-elect its directors in 2025?

Yes. All three Class III directors were re-elected; support ranged from 59.4% to 81.3%.

How did MSBI shareholders vote on executive compensation?

The 2025 say-on-pay proposal passed with 86.0% of votes cast in favor.

What frequency did MSBI investors choose for future say-on-pay votes?

Investors preferred an annual vote, receiving 83.6% support.

Was Crowe LLP ratified as MSBI’s auditor for 2025?

Yes. Ratification received 97.5% support (16.9 m votes for; 434 k against).

Are there any governance concerns highlighted in the filing?

A notable 40% ‘against’ vote for Director McDaniel may point to shareholder dissatisfaction.