CHFC 2018 Proxy Statement

CHEMICAL FINANCIAL CORPORATION PROXY STATEMENT dated March 16, 2018 For the Annual Meeting of Shareholders to be held April 25, 2018 Introduction Use of Terms In this proxy statement, “we,” “us,” “our,” and the “Corporation” refer to Chemical Financial Corporation, the “Bank” refers to Chemical Bank, and “you” and “your” refer to each shareholder of Chemical Financial Corporation. Questions and Answers about the Proxy Materials and Our 2018 Annual Meeting Q. Why am I receiving these materials? A . Our board of directors is providing these proxy materials to you in connection with its solicitation of proxies for use at the Chemical Financial Corporation 2018 annual meeting of shareholders. The meeting will take place on Wednesday, April 25, 2018, at 3:30 p.m. local time, at Devos Place, 303 Monroe Avenue NW, Grand Rapids, Michigan. You are invited to attend the meeting and are requested to vote on the proposals described in this proxy statement. Q. What proposals will be voted on at the annual meeting? A . The following proposals are scheduled to be voted on at the annual meeting: • the election of 13 directors (Proposal 1); • the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018 (Proposal 2); and • an advisory vote on the compensation of our named executive officers (Proposal 3). In addition, any other business that properly comes before the meeting will be considered and voted on. As of the date of this proxy statement, we are not aware of any other matters to be considered and voted on at the meeting. If any other matters are presented, the persons named as proxies on the enclosed proxy will have discretionary authority to vote for you on those matters. Q. What information is contained in these materials? A . The information included in this proxy statement discusses the proposals to be voted on at the meeting, the voting process, the compensation of our directors and named executive officers, and certain other required information. If you requested printed copies of the proxy materials to be sent to you by mail, your proxy, which you may use to vote on the proposals described in this proxy statement, is also enclosed. Q. How does the Corporation's board of directors recommend that I vote? A . Your board of directors recommends that you vote FOR approval of Proposals 1, 2, and 3. Q. Who may vote? A . You may vote at the annual meeting if you were a shareholder of record of our common stock at the close of business on February 26, 2018. Each shareholder is entitled to one vote per share of our common stock on each matter presented for a shareholder vote at the meeting. As of the February 26, 2018 record date, there were 71,302,570 shares of Chemical Financial common stock issued and outstanding. We anticipate that the Notice of Internet Availability of Proxy Materials will first be sent to shareholders on or about March 16, 2018. The proxy statement and the form of proxy relating to the annual meeting are first being made available to shareholders on or about March 16, 2018. 1