CHFC 2018 Proxy Statement

Overview of Proposals This proxy statement contains three proposals requiring shareholder action. Proposal 1 requests the election of 13 directors to the board of directors. Proposal 2 requests the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018. Proposal 3 requests advisory approval of our executive compensation. Proposal 1 Election of 13 Directors Following a review and nomination from the Corporate Governance and Nominating Committee, the board of directors proposes that the following nominees be elected as directors for terms expiring at the 2019 annual meeting of shareholders: James R. Fitterling Ronald A. Klein Richard M. Lievense Barbara J. Mahone Barbara L. McQuade John E. Pelizzari David T. Provost Thomas C. Shafer Larry D. Stauffer Jeffrey L. Tate Gary Torgow Arthur A. Weiss Franklin C. Wheatlake Each proposed nominee, other than Ms. McQuade, currently serves as a director of Chemical Financial Corporation and Chemical Bank for a term that will expire at this year’s annual meeting. Ms. McQuade is a new director nominee for our 2018 annual meeting of shareholders recommended by our current board of directors. The proposed nominees are willing to be elected and serve as directors. If a nominee is unable to serve or is otherwise unavailable for election, which we do not anticipate, the incumbent board of directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number of nominees named above. Biographical information concerning each of our director nominees appears below under the heading “Board of Directors.” Each of the current directors and nominees for director other than David T. Provost, Thomas C. Shafer, Gary Torgow and Richard M. Lievense, qualified as independent directors as defined by NASDAQ Listing Rules, including such definitions applicable to each committee of the board of directors upon which he or she serves or served. In making this determination, the board of directors considered all ordinary course loan and other business transactions between the directors, Chemical Financial Corporation and Chemical Bank. Your Board of Directors and the Corporate Governance and Nominating Committee recommend that you vote FOR the election of all nominees as directors. 5