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

On May 20, 2020, First Midwest Bancorp, Inc. (the "Company") held its 2020 annual meeting of stockholders. At the annual meeting, the Company's stockholders considered three matters, each of which is described more fully in the proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on April 17, 2020. A total of 103,749,809 shares of the Company's common stock were represented in person or by proxy at the annual meeting, which represented approximately 91% of the Company's total outstanding shares of common stock entitled to vote at the annual meeting.

The vote results on the matters presented at the annual meeting are set forth below.

Item 1 - Election of Directors. All of the nominees for election to the Company's Board of Directors were elected upon the following votes:




Nominee                  Votes For    Votes Against   Abstentions   Broker Non-Votes
Barbara A. Boigegrain    92,433,560     2,046,514       59,585         9,210,151
Thomas L. Brown          93,856,386      617,364        65,909         9,210,151
Phupinder S. Gill        93,835,173      624,137        80,348         9,210,151
Kathryn J. Hayley        93,598,887      882,308        58,463         9,210,151
Peter J. Henseler        93,568,614      896,040        75,005         9,210,151
Frank B. Modruson        93,807,539      658,428        73,691         9,210,151
Ellen A. Rudnick         92,328,114     2,156,110       55,434         9,210,151
Mark G. Sander           91,922,972     2,558,609       58,077         9,210,151
Michael L. Scudder       91,386,414     3,051,080       102,165        9,210,151
Michael J. Small         93,735,577      739,875        64,060         9,210,151
Stephen C. Van Arsdell   93,853,002      623,739        62,917         9,210,151
J. Stephen Vanderwoude   89,942,867     4,531,259       65,533         9,210,151

Each nominee was elected to serve a one-year term expiring at the Company's 2021 annual meeting of stockholders.

At its meeting that preceded the annual meeting of stockholders, the Board approved certain changes to its leadership and committee composition. Ellen A. Rudnick was appointed as the Company's Lead Independent Director to succeed J. Stephen Vanderwoude, who retired from this position in connection with the annual meeting. Mr. Vanderwoude also retired as chair of the Board's Enterprise Risk Committee and as a member of the Board's Advisory Committee. He will continue to serve as a director of the Company and as a member of the Enterprise Risk Committee and the Nominating and Corporate Governance Committee. Thomas L. Brown has assumed the role of chair of the Enterprise Risk Committee and now serves as a member of the Advisory Committee. Additionally, Michael J. Small was appointed to the Compensation Committee and no longer serves on the Audit Committee.

Item 2 - Advisory Resolution Regarding the Compensation Paid to the Company's Named Executive Officers. An advisory (non-binding) resolution regarding the compensation paid by the Company to its named executive officers in 2019 was approved upon the following votes:



7,889,713
Votes For    Votes Against   Abstentions   Broker Non-Votes
89,749,945     2,394,625      2,395,088       9,210,151

Based on the foregoing vote results, the Company's say-on-pay proposal was approved by 95% (97% if abstentions are excluded) of the votes cast at the annual meeting.





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Item 3 - Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020 was ratified on an advisory (non-binding) basis upon the following votes:




 Votes For    Votes Against   Abstentions
101,849,190     1,829,350       71,269




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