UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 28, 2004
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MERCANTILE BANK CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 000-26719 38-3360865
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
5650 BYRON CENTER AVENUE SW, WYOMING, MICHIGAN 49519
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 616-406-3777
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))
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Compensation
Mercantile Bank Corporation ("Mercantile") and its subsidiary,
Mercantile Bank of West Michigan ("the Bank"), have previously entered into
Employment Agreements with their four executive officers that are described in
Mercantile's annual proxy statement. On October 28, 2004, as contemplated by the
employment agreements, the Boards of Directors of Mercantile and the Bank
approved the annual base salaries for the executive officers under the
Employment Agreements for 2005. The amounts of the annual base salaries approved
for 2005 for each of the four executive officers is set forth below.
NAME AND TITLE ANNUAL BASE SALARY FOR 2005
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Gerald R. Johnson, Jr. $420,000
Chairman of the Board and Chief Executive Officer of Mercantile, Chairman
of the Board of the Bank
Michael H. Price $365,000
President and Chief Operating Officer of Mercantile, President and Chief
Executive Officer of the Bank
Robert B. Kaminski, Jr. $215,000
Executive Vice President and Secretary of Mercantile, Executive Vice
President, Chief Operating Officer, Secretary and Cashier of the Bank
Charles E. Christmas $180,000
Senior Vice President, Chief Financial Officer and Treasurer of
Mercantile and the Bank
In addition, the Boards of Directors of Mercantile and the Bank
determined to permit the "employment period" set forth in each of the Employment
Agreements to extend on December 31, 2004 for an additional year, so that the
employment period provided for in each executive officer's Employment Agreement
would extend through December 31, 2007. The Boards of Directors also approved a
brief letter agreement amending the Employment Agreement with Mr. Kaminski to
reflect his promotion from Senior Vice President to Executive Vice President.
2
Directors' Fees
On October 28, 2004, the Boards of Directors of Mercantile and the Bank
approved increases to the annual retainer and meeting fees for directors. The
increases became effective as of January 2, 2005.
Beginning, January 2, 2005, non-employee directors of the Bank receive
an annual retainer of $12,000, and a fee of $700 for each meeting of the Board
of Directors of the Bank that they attend. In addition, non-employee directors
of the Bank receive fees for each meeting of a committee of the Board of
Directors that they attend. Meeting fees are $600 for each meeting of the Audit
Committee, $500 for each meeting of the Compensation Committee, and $400 for
each meeting of other committees of the Board of Directors of the Bank.
Non-employee directors of Mercantile are paid meeting fees of the same amount
for meetings of Mercantile's Board of Directors and its committees, when for
Board meetings there is not also a meeting of the Board of Directors of the Bank
on the same day, and for committee meetings there is not also a meeting of a
committee of the Board of Directors of the Bank having the same name or function
on the same day. For meetings that are held by telephone or other remote
communications equipment, the meeting fees are half the amount described above.
An annual retainer fee was added for the Chairmen of three of the committees of
Mercantile's Board of Directors. The annual retainers are, for the Chairman of
the Audit Committee - $4,000, for the Chairman of the Compensation Committee -
$2,000, and for the Chairman of the Nominating Committee - $1,000. The same
persons serve on the Boards of Directors of Mercantile and the Bank.
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.
MERCANTILE BANK CORPORATION
By: /s/ Charles E. Christmas
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Charles E. Christmas
Senior Vice President,
Chief Financial Officer and Treasurer
Date: February 18, 2005
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