Material Event - Form 8-K

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): May 13, 2022

Mercantile Bank Corporation

(Exact name of registrant as specified in its charter)

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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01Other Events

Board Committee Membership

On May 13, 2022, Mercantile Bank Corporation (the "Company") announced that Michael H. Price will be stepping down as a member of the Audit, Governance and Nominating, and Compensation Committees of Mercantile Bank Corporation and its wholly owned subsidiary Mercantile Bank. Mr. Price will also be replaced as Executive Session Facilitator by Director Michael Davenport. Mr. Price will continue to serve as Chairman of the Board.

Robert B. Kaminski, Jr., President and Chief Executive Officer of Mercantile, commented "we have had the opportunity to connect over the past few days with several of our institutional shareholders and while we believe that Mr. Price is independent under NASDAQ and SEC rules and is a valuable member of our Board Committees, we are sensitive to the policies of our shareholders against a former company CEO maintaining membership on these committees, and value their input. As such, Mr. Price has agreed to step down from committee service and as the Executive Session Facilitator, effective immediately."

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 13, 2022