CHFC 2018 Proxy Statement

Shareholder Communication with the Board Shareholders and interested parties may communicate with members of our board of directors by sending correspondence addressed to the board as a whole, a specific committee, or a specific board member c/o William C. Collins, General Counsel and Corporate Secretary, Chemical Financial Corporation, 235 E. Main Street, Midland, Michigan 48640. All correspondence will be forwarded directly to the applicable members of the board of directors. Board Leadership Structure The board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chair of the board because the board believes it is in our best interests to make that determination based on the membership of the board. The board believes that presently it is in the best interests of the Corporation that the positions of Chair and Chief Executive Officer are separate. The board believes that this separation is presently appropriate as it allows Mr. Provost, as Chief Executive Officer, to focus primarily on leading the day-to-day operations of the Corporation while Mr. Torgow, the Chairman, can focus on leading the board in its consideration of strategic issues and monitoring corporate governance, community relations and shareholder issues. The board has also determined that having Mr. Torgow, who also serves as our Executive Chairman, serve as Chairman of the board is in the best interest of our shareholders at this time because this structure makes the best use of Mr. Torgow's extensive experience in board and community relations, particularly in our market areas. In order to provide for a greater role for the independent directors in the oversight of the Corporation, we have also appointed a Lead Independent Director, Mr. Wheatlake. We also have an independent director serving as the chairperson of each of theAudit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Risk Management Committee. The duties and responsibilities of the Lead Independent Director include: • acting as a liaison and channel for communication between the Chief Executive Officer, the Executive Chair and the other directors; • providing leadership to ensure the board works cohesively and independently and during times of crisis; • advising the Chief Executive Officer and the Executive Chair as to the quality, quantity and timeliness of the flow of information from our management to the directors; • being available as a resource to consult with the Chief Executive Officer and the Executive Chair and the other directors on corporate governance practices and policies; • together with management where appropriate, considering questions of conflicts of interest of the Chief Executive Officer and the Executive Chair and the other directors; • coordinating the assessment of board committee structure, organization and charters and evaluating the need for change; • coordinating, developing the agenda for, and leading executive sessions of the independent directors and communicating the results thereof to the Chief Executive Officer; • ensuring the appropriate segregation of duties between the directors and management; and • together with the chairperson of the Compensation and Pension Committee, communicating the board’s evaluation of the performance of the Chief Executive Officer. Common Stock Ownership Guidelines In January 2008, the board of directors established stock ownership guidelines for its directors. Directors, as of April 30, 2008, are required to retain ownership equal to five times the paid annual equity retainer, with a five year timeframe to attain the designated ownership level. Directors appointed to the board after April 2008 are required to retain ownership equal to five times the paid annual retainer (sum of equity and cash retainers) with a five year timeframe to attain the designated ownership level. In December 2008, the Compensation Committee implemented stock ownership guidelines that set forth the expected investment in shares of our common stock for the named executive officers and other executive and senior officers of the Corporation and Chemical Bank. Expected ownership is expressed as a percentage of base salary, as determined from time to time. The expected ownership for the named executive officers is as follows: Mr. Provost - 500%; Mr. Klaeser - 300%; Mr. Torgow - 300%; Mr. Shafer – 300%; andMr. Rathbun – 300%. Each named executive officer, as well as each other executive officer of the Corporation, is allowed five years from the date the guidelines first become applicable to him or her to achieve the expected stock ownership. Individuals who acquire shares of common stock under our equity-based incentive plans must hold at least 50% of all net after- tax acquired shares until stock ownership guidelines are satisfied or 36 months following acquisition. 14