CHFC 2018 Annual Report

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is set forth under the heading "Ownership of Chemical Financial Common Stock" in our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after December 31, 2018 and is here incorporated by reference. The following table presents information about our equity compensation plans as of December 31, 2018: Equity Compensation Plan Information Plan category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1) 718,083 $ 32.87 1,533,785 (3) Equity compensation plans not approved by security holders (2) 59,360 $ 13.88 — Total 777,443 $ 31.42 1,533,785 (1) Consists of the Chemical Financial Corporation Stock Incentive Plan of 2006 ("2006 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2012 ("2012 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2015 ("2015 Plan"), the Chemical Financial Corporation Stock Incentive Plan of 2017 ("2017 Plan") and the Chemical Financial Corporation Directors' Deferred Stock Plan. Stock options or other awards may no longer be granted under the 2006 Plan, the 2012 Plan, or the 2015 Plan. (2) At December 31, 2018, equity compensation plans not approved by shareholders consisted of the Talmer Bancorp, Inc. 2009 Equity Incentive Plan ("TLMR Equity Incentive Plan"), the Lake Michigan Financial Corporation Stock Incentive Plan of 2003 and the Lake Michigan Financial Corporation Stock Incentive Plan of 2012 (collectively referred to as the "LMFC Stock Incentive Plans"). The TLMR Equity Incentive Plan granted non-statutory stock options that were awarded at the fair value of Talmer Bancorp, Inc. common stock on the date of grant. Effective as of the Corporation's merger with Talmer Bancorp, Inc. on August 31, 2016, each option outstanding under the TLMR Equity Incentive Plan ceased to represent a stock option for TLMR common stock and was converted into a stock option for common stock of the Corporation. The LMFC Stock Incentive Plans granted non-statutory stock options that were awarded at the fair value of Lake Michigan Financial Corporation common stock on the date of grant. Effective as of the Corporation's acquisition of LakeMichigan Financial Corporation on May 31, 2015, each option outstanding under the LMFC Stock Incentive Plans ceased to represent a stock option for LMFC common stock and was converted into a stock option for common stock of the Corporation. Payment for the exercise of an option at the time of exercise may be made in the form of shares of the Corporation’s common stock having a market value equal to the exercise price of the option at the time of exercise, or in cash. There are no further stock options or other awards available for grant under the TLMR Equity Incentive Plan or the LMFC Stock Incentive Plans.As of December 31, 2018, there were 43,132 options to purchase the Corporation's common stock under the TLMR Equity Incentive Plan with a weighted average exercise price of $13.42 per share and 16,228 options to purchase the Corporation's common stock outstanding under the LMFC Stock Incentive Plans with a weighted average exercise price of $15.10 per share. (3) Represents 1,301,285 remaining available shares for future grant under the 2017 Plan and 232,500 remaining shares available for future issuance under the Directors' Deferred Stock Plan. Each plan listed above contains customary anti-dilution provisions that are applicable in the event of a stock split or certain other changes in the capitalization of Chemical Financial Corporation. 174 Item 13. Certain Relationships and Related Transactions and Director Independence. The information required by this item is set forth under the subheadings "Board Committees" and "Transactions with Related Persons" in our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after December 31, 2018 and is here incorporated by reference. Item 14. Principal Accounting Fees and Services. The information required by this item is set forth under the heading "Independent Registered Public Accounting Firm" and subheading "Audit Committee" in our definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after December 31, 2018 and is here incorporated by reference.