MERCANTILE BANK CORP
For the period ended May 22, 2025. Filed Apr 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 4, 2025
Use the contents to explore the available documents and sections.
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in the proxy statement of Mercantile Bank Corporation (“we,” “our,” “us,” “Company,” or “Mercantile”). This summary provides an overview and is not intended to contain all the information that you should consider before voting.
We encourage you to read the entire proxy statement for more detailed information on each topic prior to casting your vote.
MEETING INFORMATION
| Meeting: | Annual Meeting of Shareholders |
|---|---|
| Date: | Thursday, May 22, 2025 |
| Time: | 9:00 a.m., Eastern Time |
| Live Webcast: | https://signin.webex.com/join |
| The meeting number is: 2316 097 7060 | |
| The meeting password is: MBWM2025 | |
| You may register ahead of time to receive the meeting link via e-mail by using the internet address and meeting number above. | |
| Record Date: | March 28, 2025 |
GENERAL INFORMATION
| Stock Symbol: | MBWM |
|---|---|
| Exchange: | NASDAQ Global Select |
| Common Stock Outstanding: | 16,235,384 shares (as of record date) |
| Registrar & Transfer Agent: | Computershare Trust Company, N.A. |
| Website: | www.mercbank.com |
MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT | 3
OVERVIEW OF VOTING MATTERS
| PROPOSAL 1 | |
|---|---|
| ELECTION OF DIRECTORS We are asking shareholders to elect eleven directors, each for a one-year term. Additional information about each of the directors and director nominees can be found beginning on page 16. | BOARD’S RECOMMENDATION: “FOR” EACH NOMINEE |
| NAME | DIRECTOR SINCE | AGE | GENDER | ETHNICITY | AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE & NOMINATING COMMITTEE |
|---|---|---|---|---|---|---|---|
| MICHAEL S. DAVENPORT * | 2020 | 55 | M | African American | M | M | M |
| MICHELLE L. ELDRIDGE | 2016 | 59 | F | White | M | C | M |
| JOSEPH D. JONES | 2025 | 54 | M | African American | --- | M | --- |
| RICHARD D. MACDONALD | 2025 | 54 | M | White | --- | --- | M |
| MICHAEL H. PRICE | 1997 | 68 | M | White | --- | --- | --- |
| DAVID B. RAMAKER | 2020 | 69 | M | White | M | M | C |
| RAYMOND E. REITSMA** | 2023 | 62 | M | White | --- | --- | --- |
| NELSON F. SANCHEZ | 2024 | 60 | M | Hispanic | M | M | M |
| SARA A. SCHMIDT | 2025 | 43 | F | White | M | --- | --- |
| AMY L. SPARKS | 2023 | 52 | F | White | C | M | M |
| SHORAN R. WILLIAMS | 2025 | 55 | F | African American | M | --- | --- |
** Executive Session Facilitator*
**** Non-Independent Director
C* = Chairperson*
M = Member
| PROPOSAL 2 | |
|---|---|
| NEW EMPLOYEE STOCK PURCHASE PLAN WITH DISCOUNT To enhance employee ownership and engagement, we propose implementing an Employee Stock Purchase Plan (ESPP) offering a five percent (5%) discount on the market price of the Company’s stock. | BOARD’S RECOMMENDATION: “FOR” |
| PROPOSAL 3 | |
|---|---|
| RATIFICATION OF AUDITORS Ratification of the appointment of Plante & Moran, PLLC as our independent registered public accounting firm for 2025. | BOARD’S RECOMMENDATION: “FOR” |
| PROPOSAL 4 | |
|---|---|
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION An advisory vote to approve the compensation of our named executive officers disclosed in this proxy statement. | BOARD’S RECOMMENDATION: “FOR” |
4 | MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT
| PROPOSAL 5 | |
|---|---|
| ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION APPROVAL An advisory vote on the frequency of advisory approval of the compensation of our named executive officers. | BOARD’S RECOMMENDATION: “FOR ONE YEAR” |
PROPOSAL 6
Any other business that may properly be brought before the meeting or any adjournment of the meeting.
HOW TO VOTE
Your vote is important. We urge you to submit your proxy (1) over the internet, (2) by telephone or (3) by mail, prior to the virtual meeting, whether or not you plan to attend. For specific instructions, please refer to the discussion beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy by Friday, May 9, 2025.
| INTERNET | TELEPHONE OR CELLPHONE | ||
| 1. | Go to: www.envisionreports.com/MBWM | Call toll free | If you wish to vote by mail, |
| 2. | Click on Cast Your Vote. | 1-800-652-VOTE (8683) | send your completed and |
| 3. | Follow the instructions to log in. | within the USA, | signed proxy card using the |
| 4. | Make your selections as instructed on each screen for your delivery preferences. | US territories and Canada | enclosed envelope. |
| 5. | Vote your shares. | ||
On April 4, 2025, we began sending our shareholders a Notice Regarding the Internet Availability of Proxy Materials.
MERCANTILE BANK CORPORATION | 2025 PROXY STATEMENT | 5
CORPORATE GOVERNANCE HIGHLIGHTS
| ● | All directors attended at least 78% of the Board meetings and Committee meetings on which they served during 2024; |
| ● | Code of Ethics, Human Rights, Insider Trading, Clawback, Anti-Bribery and Anti-Corruption, Environmental, and Cyber Security policies are in place for all directors, officers, and employees, as applicable (available on our website under Investor Relations – Overview – Governance Documents); |
| ● | Corporate Governance Guidelines are in place for all directors (available on our website under Investor Relations); |
| ● | Supplier Diversity Program Policy and Vendor and Supplier Code of Conduct is in place for suppliers and vendors (available on our website under Investor Relations – Overview – Governance Documents; additional information, resources and application are available on our website under About Us); |
| ● | Anti-Hedging and Anti-Pledging policies are in place as components of our Insider Trading Policy; |
| ● | 90% of directors are independent; |
| ● | Chairman of the Board and Chief Executive Officer are separate positions; |
| ● | Executive Session Facilitator is an independent director; |
| ● | Ongoing and active risk oversight is performed by the Board and Committees; and |
| ● | The oversight of environmental, social and governance sustainability matters is the responsibility of the Governance and Nominating Committee. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.