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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12
FIRST BUSEY CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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FIRST BUSEY CORPORATION

April 14, 2016

Dear Stockholders:

We cordially invite you to attend the 2016 Annual Meeting of Stockholders of First Busey Corporation. The Annual Meeting will be held at noon, central time, on May 24, 2016, at the Urbana Country Club, 100 E. Country Club Road, Urbana, Illinois 61801.

This year we are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, 2015 Annual Report and proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet. If you receive this notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice or as provided in the proxy statement. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials.

The items of business to be considered at the meeting include: (i) the election of twelve directors for one-year terms expiring in 2017; (ii) the approval, in a nonbinding, advisory vote, of the compensation of our named executive officers, or a "say-on-pay" proposal; and (iii) the ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016. At the meeting, we will also review our performance in 2015 and update you on our strategic plan as we move forward.

Your vote is important. We hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend, please review the attached proxy statement and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

We look forward to seeing you at the meeting.





FIRST BUSEY CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2016

To the Stockholders of
First Busey Corporation:

The 2016 Annual Meeting of Stockholders of First Busey Corporation, a Nevada corporation, will be held at noon, central time, on May 24, 2016, at the Urbana Country Club, 100 E. Country Club Road, Urbana, Illinois 61801. The 2016 Annual Meeting is being held for the following purposes:

    1.
    to elect twelve directors to hold office until the 2017 Annual Meeting of Stockholders or until their successors are elected and have qualified;

    to approve, in a nonbinding, advisory vote, the compensation of our named executive officers, as described in the accompanying proxy statement, which is referred to as a "say-on-pay" proposal;

    to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016; and

    4.
    to transact such other business as may properly be brought before the meeting and any postponements or adjournments of the meeting.

Only stockholders of record at the close of business on March 24, 2016, are entitled to notice of, and to vote at, the 2016 Annual Meeting or any postponement or adjournment thereof. Even if you plan to attend the 2016 Annual Meeting in person, please sign, date and return your proxy card or vote by telephone or internet by following the preprinted instructions set forth on the proxy card.

Champaign, Illinois
April 14, 2016

FIRST BUSEY CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2016

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of First Busey Corporation for use at the 2016 Annual Meeting of Stockholders (the "2016 Annual Meeting") to be held at noon, central time, on May 24, 2016, at the Urbana Country Club, 100 E. Country Club Road, Urbana, Illinois 61801. The board has fixed the close of business on March 24, 2016, as the record date for determining the stockholders entitled to notice of, and to vote at, the 2016 Annual Meeting. On the record date, First Busey Corporation had 28,694,852 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

First Busey Corporation's Annual Report on Form 10-K, which includes audited financial statements for the year ended December 31, 2015, is available for review at the Securities and Exchange Commission's website at http://www.sec.gov. This proxy statement and the accompanying proxy card are first being made available to stockholders on or about April 14, 2016.

On May 20, 2015, First Busey Corporation's stockholders approved a resolution to authorize the board of directors to implement a reverse stock split of the Company's common stock at a ratio of one-for-three (the "Reverse Stock Split"). On August 17, 2015, the board of directors authorized the Reverse Stock Split, which became effective on September 8, 2015. All references in this Proxy Statement to the price of our common stock, number of shares of our common stock and per share data, including data pertaining to equity compensation, have been restated to reflect the effects of the Reverse Stock Split for all periods presented.

For directions to attend the 2016 Annual Meeting in person, please call our office at (217) 365-4556.

Table of Contents

QUESTIONS AND ANSWERS

2

PROPOSAL 1:

ELECTION OF DIRECTORS


7

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS


10

DIRECTOR COMPENSATION

15

REPORT OF THE AUDIT COMMITTEE

18

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

22

COMPENSATION DISCUSSION AND ANALYSIS

22

EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE REPORT

33

COMPENSATION OF NAMED EXECUTIVE OFFICERS

34

EXECUTIVE MANAGEMENT COMPENSATION AND SUCCESSION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

41

PROPOSAL 2:

NONBINDING, ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION


42

PROPOSAL 3:

RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


43


AUDIT AND RELATED FEES




44


CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS




45


OTHER BUSINESS




45


ANNUAL REPORT AND FINANCIAL STATEMENTS; OTHER INFORMATION




46

QUESTIONS AND ANSWERS

The following information regarding the meeting and the voting process is presented in a question and answer format. As used in this proxy statement, the terms "First Busey," "we," "our," "us," and the "Company" all refer to First Busey Corporation and its subsidiaries. The terms "Busey Bank" and "the Bank" refer to First Busey's wholly-owned banking subsidiary, Busey Bank, Champaign, Illinois.

Why did I receive access to the proxy materials?

We have made the proxy materials available to you over the internet because on March 24, 2016, the record date for the 2016 Annual Meeting, you owned shares of First Busey common stock. This proxy statement describes the matters that will be presented for consideration by the stockholders at the 2016 Annual Meeting. It also gives you information concerning the matters to assist you in making an informed decision.

When you sign the enclosed proxy card or vote by telephone or internet, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card or vote by telephone or internet in advance of the meeting just in case your plans change.

If you have voted the proxy card and an issue comes up for a vote at the meeting that is not identified on the form, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

Why did I receive a Notice Regarding the Availability of Proxy Materials instead of paper copies of the proxy materials?

We are using the Securities and Exchange Commission notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about April 14, 2016, we sent our stockholders by mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a Notice Regarding the Availability of Proxy Materials, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or as provided below.

Full copies of the proxy statement and other materials for the 2016 Annual Meeting are available on the internet through our website at www.busey.com by clicking on "Investor Relations" or by going to http://ir.busey.com.

How can I request and receive a paper or e-mail copy of the proxy materials?

If you want to receive a paper or e-mail copy of the 2015 Annual Report, proxy statement and proxy card, you must request them. There is no charge for requesting a copy of these documents, but you will be required to enter your 16-digit control number. Please choose one of the following methods to make your request:

By internet: www.proxyvote.com
By telephone: 1-800-579-1639
By e-mail: sendmaterial@proxyvote.com

Please make the request as instructed above on or before May 10, 2016 to facilitate timely delivery.

What matters will be voted on at the meeting?

You are being asked to vote on: (i) the election of twelve directors of First Busey for a term of one year expiring in 2017; (ii) a nonbinding, advisory proposal to approve the compensation of our named executive officers (the "NEOs"), which is referred to as the "say-on-pay" proposal; and (iii) the ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016. These matters are more fully described in this proxy statement.

If I am the record holder of my shares, how do I vote?

Your vote is important. We encourage you to submit your proxy promptly. Internet and telephone proxy submission is available through 11:59 p.m., eastern time on May 23, 2016. You may submit your proxy or vote in one of the following ways:

Submit Your Proxy By Telephone. You have the option to submit your proxy by telephone. In order to submit your proxy by telephone, please go to www.proxyvote.com and log in using the 16-digit control number provided on your Notice Regarding the Availability of Proxy Materials. You will be provided with a telephone number for submitting your proxy at that site. Alternatively, if you request paper copies of the proxy materials, your proxy card will have a toll-free telephone number that you may use to submit your proxy.

When you submit your proxy by telephone, you will be required to enter your 16-digit control number, so please have it available when you call. You may submit your proxy by telephone 24 hours a day. The telephone proxy submission system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your voting instructions.

Submit Your Proxy By Internet. You may also submit your proxy by the internet. The Notice Regarding the Availability of Proxy Materials indicates the website you may access for internet proxy submission using the 16-digit control number included in the notice. You may submit your proxy by the internet 24 hours a day. As with telephone proxy submission, you will be able to confirm that the system has properly recorded your voting instructions. You may incur telephone and internet access charges if you submit your proxy by the internet.

Submit Your Proxy By Mail. If you elect to receive your proxy materials by mail and you are a holder of record, you can submit your proxy by marking, dating, and signing your proxy card and returning it by mail in the postage-paid envelope provided to you. If you elect to receive your proxy materials by mail and you hold your shares in street name, you can submit your voting instructions by completing and mailing the voting instruction form provided by your bank, broker, trustee, or holder of record.

If you sign and return your proxy card but do not mark the form to provide voting instructions, the shares represented by your proxy card will be voted "FOR" all nominees for director named in this proxy statement, "FOR" the say-on-pay proposal and "FOR" the ratification of the appointment of RSM US LLP.

Vote in Person. If you want to vote in person, please come to the meeting. We will distribute written ballots to anyone who wants to vote at the meeting. Even if you plan to attend the meeting, you should vote your proxy card in advance of the meeting just in case your plans change. Please note that if your shares are held in street name, you will need to arrange to obtain a "legal proxy" from your broker in order to vote in person at the meeting.

If I hold shares in the name of a broker or other fiduciary, who votes my shares?

If you received this proxy statement from your broker or other fiduciary who may hold your shares, your broker or other fiduciary should have given you instructions for directing how they should vote your shares. It will then be their responsibility to vote your shares for you in the manner you direct. If you want to vote in person at the meeting, you will need to arrange to obtain a "legal proxy" from your broker or other fiduciary in order to vote in person at the meeting.

Under the rules of various national and regional securities exchanges, brokers and other fiduciaries that hold securities on behalf of beneficial owners generally may vote on routine matters even if they have not received voting instructions from the beneficial owners for whom they hold securities, but are not permitted to vote on nonroutine matters if they have not received such voting instructions (commonly referred to as a "broker nonvote"). The ratification of the appointment of RSM US LLP is considered a routine matter, so your broker or other fiduciary may vote on this matter even if you do not provide voting instructions. However, the election of directors and the "say-on-pay" proposal are each considered a nonroutine matter. Thus, if you do not provide instructions to your broker or other fiduciary as to how it should vote the shares beneficially owned by you, your broker or other fiduciary generally will not be permitted to vote the shares beneficially owned by you on any of these matters.

We therefore encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. You should do this by carefully following the instructions your broker gives you concerning its procedures. This ensures that your shares will be voted at the meeting.

A number of banks and brokerage firms participate in a program that also permits stockholders to direct their vote by telephone or internet. If your shares are held in an account at such a bank or brokerage firm, you may vote your shares by telephone or internet by following the instructions on their enclosed voting form. If you submit your vote by internet, you may incur costs, such as cable, telephone and internet access charges. Voting your shares in this manner will not affect your right to vote in person if you decide to attend the meeting, however, you must first request a legal proxy from your broker or other fiduciary. Requesting a legal proxy prior to the deadline stated above will automatically cancel any voting directions you have previously given by internet or by telephone with respect to your shares.

What does it mean if I receive more than one Notice Regarding the Availability of Proxy Materials?

It means that you have multiple holdings reflected in our stock transfer records and/or in accounts with stockbrokers. To vote ALL of your shares by proxy, please follow the separate voting instructions that you received for the shares of common stock held in each of your different accounts.

What if I change my mind after I vote my proxy card?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

    using the internet or telephone methods described above, in which case only your last internet or telephone proxy submitted prior to the deadline will be counted;
    signing another proxy with a later date and returning that proxy to:

      First Busey Corporation
      Attn: Mary E. Lakey
      100 W. University Avenue
      Champaign, Illinois 61820

    sending notice to us at the address and attention above that you are revoking your proxy; or
    voting in person at the meeting (attendance at the meeting will not in and of itself constitute the revocation of a proxy).

If you hold your shares in the name of a broker or fiduciary and desire to revoke your proxy, you will need to contact your broker or fiduciary to revoke your proxy.

How many shares must be present in order for there to be a quorum at the 2016 Annual Meeting?

A majority of the shares that are outstanding and entitled to vote as of the record date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business. Shares are counted as present at the meeting if the stockholder either:

    is present and votes in person at the meeting; or
    has properly submitted a signed proxy card or other form of proxy.

On March 24, 2016, the record date for the 2016 Annual Meeting, there were 28,694,852 shares of common stock issued and outstanding. Therefore, at least 14,347,427 shares need to be present in person or by proxy at the 2016 Annual Meeting.

What happens if a nominee is unable to stand for re-election?

The board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. You cannot vote for more than twelve nominees. The board has no reason to believe any nominee will be unable to stand for re-election.

What options do I have in voting on each of the proposals?

In the election of directors you may vote "FOR" or "WITHHOLD AUTHORITY TO VOTE FOR" each nominee. In the say-on-pay vote, ratification of the appointment of RSM US LLP and for any other proposal properly brought before the meeting, you may vote "FOR," "AGAINST" or "ABSTAIN."

How many votes may I cast?

Generally, you are entitled to cast one vote for each share of stock you owned on the record date. The proxy card or Notice Regarding the Availability of Proxy Materials indicates the number of shares owned by an account attributable to you.

How many votes are needed for each proposal?

Directors will be elected by a plurality and the twelve individuals receiving the highest number of votes cast "FOR" their election will be elected as directors of First Busey. The affirmative vote of a majority of the shares having voting power and present at the meeting will be required to approve the say-on-pay proposal, ratification of the appointment of RSM US LLP and any other matter that arises at the 2016 Annual Meeting. Accordingly, so long as a quorum is present, abstentions will have the same legal effect as a vote "AGAINST" these matters, while broker nonvotes, if any, will have no effect on any matter presented for a vote at the 2016 Annual Meeting. Please note, that because the say-on-pay vote is advisory, the outcome of such vote will not be binding on the board of directors or the Executive Management Compensation and Succession Committee.

Where do I find the voting results of the meeting?

If available, we will announce voting results at the meeting. The voting results also will be disclosed in a Form 8-K that we will file within four business days after the meeting.

Who bears the cost of soliciting proxies?

We will bear the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

PROPOSAL 1:
ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee has nominated the twelve nominees named below for election as directors at the 2016 Annual Meeting for a term of one year or until their successors have been duly elected and are qualified.

It is intended that the proxies received in response to this solicitation will be voted for the election of the twelve persons so nominated, unless otherwise specified. If, for any reason, any nominee becomes unavailable for election or declines to serve, persons named in the proxy may exercise discretionary authority to vote for a substitute proposed by the board. No circumstances are presently known which would render a nominee named herein unavailable.

Set forth below under "Nominees" is certain biographical information concerning each nominee for director, including principal occupation and age as of March 24, 2016, the record date for the 2016 Annual Meeting. Unless otherwise noted, nominees for director have been employed in their principal occupation with the same organization for at least the last five years.

Required Stockholder Vote for Election of Directors

The directors are elected by a plurality and the twelve individuals receiving the highest number of votes cast "FOR" their election will be elected as directors of First Busey.

Board Recommendation

The board of directors recommends that you vote "FOR" each of the nominees listed below.

Nominees

Name (Age) Director
Since(1)
Positions with First Busey and Principal Occupation for the Past Five Years

Joseph M. Ambrose (58)

1993 Mr. Ambrose is President and Chief Executive Officer of Horizon Hobby, LLC, a global developer, distributor and retailer of radio control products in Champaign, Illinois, and has been since July 2008. Mr. Ambrose has been affiliated with Horizon Hobby since November 2005. We have determined that Mr. Ambrose is "independent" under the rules of NASDAQ.

David J. Downey (74)


1992

Mr. Downey is President of The Downey Group, Inc., an estate planning, wealth transfer and executive compensation organization. We have determined that Mr. Downey is "independent" under the rules of NASDAQ.

Van A. Dukeman (57)


1994

Mr. Dukeman is President and Chief Executive Officer of First Busey, as well as the Chairman of Busey Bank. Mr. Dukeman also serves as a director of Busey Wealth Management, Inc. and FirsTech, Inc. Mr. Dukeman served as the President and Chief Executive Officer of Main Street Trust, Inc. prior to its merger in 2007 with First Busey.

Stephen V. King (53)


2013

Mr. King is a founding partner of Prairie Capital, L.P., a private equity firm. Mr. King also serves on the boards of directors of several of Prairie Capital's portfolio companies across a variety of industries. We have determined that Mr. King is "independent" under the rules of NASDAQ.

Name (Age) Director
Since(1)
Positions with First Busey and Principal Occupation for the Past Five Years

E. Phillips Knox (69)

1980

Mr. Knox is an attorney with the law firm Tummelson Bryan & Knox, LLP, Urbana, Illinois.

V. B. Leister, Jr. (70)


1996

Mr. Leister is Chairman of Carter's Furniture Inc., Urbana, Illinois. We have determined that Mr. Leister is "independent" under the rules of NASDAQ.

Gregory B. Lykins (68)


1994

Mr. Lykins is Chairman of First Busey and a director of Busey Bank and Busey Wealth Management, Inc. Mr. Lykins served as the Chairman of Main Street Trust, Inc. prior to its merger in 2007 with First Busey.

August C. Meyer, Jr. (78)


1962

Mr. Meyer is Chairman of Midwest Television, Inc., an owner of television stations. We have determined that Mr. Meyer is "independent" under the rules of NASDAQ.

George T. Shapland (85)


1994

Mr. Shapland is President of Shapland Management Co., a real estate management company. We have determined that Mr. Shapland is "independent" under the rules of NASDAQ.

Thomas G. Sloan (67)


2010

Mr. Sloan is Chief Executive Officer of Sloan Implement Company, an operator of John Deere dealerships. Mr. Sloan served as a director of Busey Bank from 2007 until his appointment to the First Busey board in 2010. Prior to 2007, he served on the Main Street Trust, Inc. board and audit committee. We have determined that Mr. Sloan is "independent" under the rules of NASDAQ.

Jon D. Stewart (60)


2014

Mr. Stewart is Chief Executive Officer of TSM Ventures, Inc., a real estate investment company. Mr. Stewart served as a director of Busey Bank until his appointment to the First Busey Board in 2014. Mr. Stewart had been a Busey Bank Director since 2002. We have determined that Mr. Stewart is "independent" under the rules of NASDAQ.

Phyllis M. Wise (71)


2014

Dr. Wise is a Professor at the University of Illinois. She served as the Chancellor of the University of Illinois at its Urbana-Champaign campus and Vice President of the University of Illinois from 2011 to 2015. Dr. Wise was the Interim President at the University of Washington from 2010 to 2011. Prior to 2010, she was the Provost and Executive Vice President at the University of Washington. Dr. Wise has also served on the board of directors of Nike, Inc. since 2009. We have determined that Dr. Wise is "independent" under the rules of NASDAQ.

All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the board of directors or executive

officer is related to any other nominee, member of the board of directors or executive officer. Finally, except for Dr. Wise, no nominee or director has been a director of another "public corporation" ( i.e ., subject to the reporting requirements of the Securities Exchange Act of 1934, or the "Exchange Act") or of any registered investment company within the past five years.

Director Qualifications

We have established minimum criteria that we believe each director should possess to be an effective member of our board. Those criteria are discussed in more detail below in this proxy statement. The particular experience, qualifications, attributes or skills that led the board to conclude that each member is qualified to serve on the board and any committee he or she serves on is as follows:

Joseph M. Ambrose. We consider Mr. Ambrose to be a qualified candidate for service on the board and Executive Management Compensation and Succession Committee due to his business and financial expertise acquired as a senior executive officer of a prominent global business headquartered in the Champaign-Urbana community.

David J. Downey. We consider Mr. Downey to be a qualified candidate for service on the board, Executive Management Compensation and Succession Committee and Nominating and Corporate Governance Committee due to his business and financial expertise acquired as the founder and long-time president of a prominent business in the Champaign-Urbana community. Mr. Downey's firm provides estate planning, wealth transfer and executive compensation services, which gives him specialized knowledge particularly relevant to his service on the Executive Management Compensation and Succession Committee. His specialized knowledge also is particularly relevant to First Busey's wealth management business.

Van A. Dukeman. We consider Mr. Dukeman to be a qualified candidate for service on the board due to his skills and experience in the financial services industry and the intimate familiarity with First Busey's operations he has acquired as its President and Chief Executive Officer and as the President and Chief Executive Officer of Main Street Trust, Inc. and its predecessors prior to its merger with First Busey in 2007.

Stephen V. King. We consider Mr. King to be a qualified candidate for service on the board and Audit Committee due to his business and financial expertise acquired through his experience as a founding partner and managing member of a private equity firm, as well as due to his experience and knowledge gained as a member of the boards of directors of several of his firm's portfolio companies, which operate in a variety of industries. Additionally, the board has determined that Mr. King's level of education and experience qualifies him to serve as the "audit committee financial expert" on the Audit Committee, under the regulations of the Securities and Exchange Commission.

E. Phillips Knox. We consider Mr. Knox to be a qualified candidate for service on the board due to his skills and expertise in legal services specific to banking organizations and his intimate knowledge of the First Busey organization due to his long-time service as a member of the board.

V. B. Leister, Jr. We consider Mr. Leister to be a qualified candidate for service on the board, Audit Committee and Executive Management Compensation and Succession Committee due to his business and financial expertise acquired as a long-time senior executive officer of a successful small business in the Champaign-Urbana community.

Gregory B. Lykins. We consider Mr. Lykins to be a qualified candidate for service on the board due to his skills and experience in the financial services industry and the intimate familiarity with First Busey's operations he has acquired as its Vice Chairman and Chairman, and as the Chairman of Main Street Trust, Inc. and its predecessors prior to its merger with First Busey in 2007.

August C. Meyer, Jr. We consider Mr. Meyer to be a qualified candidate for service on the board and Executive Management Compensation and Succession Committee due to his extensive business and financial expertise acquired through involvement and service with a variety of successful business ventures, and because of his prominence in the Champaign-Urbana community. His business experience includes being an owner, director, President and now Chairman of Midwest Television, Inc., a successful owner of television and radio stations, and a founder and former partner of Meyer Capel, one of the largest law firms in downstate Illinois. Most recently, Mr. Meyer co-founded Armory Capital LLC, a private investment company that owns and provides management services to multiple other business enterprises. Mr. Meyer has been a major stockholder of First Busey and, prior to the merger of First Busey and Main Street Trust, Inc. in 2007, of Main Street Trust, Inc. and its predecessors since the 1960s.

George T. Shapland. We consider Mr. Shapland to be a qualified candidate for service on the board, Nominating and Corporate Governance Committee and Audit Committee due to his extensive business and financial expertise acquired through founding and operating a successful commercial real estate business headquartered in the Champaign-Urbana community and through other successful business ventures.

Thomas G. Sloan. We consider Mr. Sloan to be a qualified candidate for service on the board, Audit Committee and Nominating and Corporate Governance Committee due to his skills and expertise acquired as the Chief Executive Officer of a successful midwest business headquartered in Assumption, Illinois, as well as his intimate familiarity with First Busey's operations acquired as a director of Busey Bank and First Busey since 2007 and 2010, respectively, and of Main Street Trust Inc. prior to its merger with First Busey in 2007.

Jon D. Stewart. We consider Mr. Stewart to be a qualified candidate for service on the board due to his strategic insight, business expertise and success in managing multi-channel operations in market geographies similar to First Busey.

Phyllis M. Wise. We consider Dr. Wise to be a qualified candidate for service on the board due to her prominence in the Champaign-Urbana community, her experience in leading a globally-recognized academic institution and her experience serving as director of a large public company.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

General

Generally, the board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the board does not involve itself in the day-to-day operations of First Busey, which is monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full board, which are generally held every two months, special meetings held from time to time and through committee membership, which is discussed below. Our directors also discuss business and other matters with our key executives and our principal external advisers, such as our legal counsel, auditors and other consultants.

A majority of our directors are "independent," as defined by NASDAQ listing standards, and the board has determined that the independent directors do not have other relationships with us that prevent them from making objective, independent decisions. Generally, the board undertakes an annual review of director independence. This process consists of an oral question and answer session at a board meeting at which all directors hear the responses of each director and have an opportunity to evaluate the facts presented. This independence review is further supplemented by an annual questionnaire that directors are required to complete that contains a number of questions related to, among other things, independence and related-party transactions.

In considering Mr. Downey's independence, our board of directors took into consideration his role as President of The Downey Group, Inc., which in 2015 received life insurance commissions of $11,930 relating to insurance purchased by Busey Bank. The board of directors ultimately determined that Mr. Downey was "independent" as defined by NASDAQ listing standards, because such payments did not interfere with Mr. Downey's exercise of independent judgment in carrying out his responsibilities as a director. In considering Mr. Meyer's independence, our board of directors took into consideration his role as Chairman of Midwest Television, Inc. (where Mr. Meyer's daughter is the President and a controlling stockholder), which is a 50% partner of an entity that leases property to First Busey. The board of directors ultimately determined Mr. Meyer is "independent" because the lease payments did not interfere with Mr. Meyer's exercise of independent judgment in carrying out his responsibilities as a director. In considering Mr. Knox's independence, however, the board determined that Mr. Knox is not "independent" because of the amount of legal services that Mr. Knox's law firm provides for First Busey and related entities. Additionally, because of their current or past positions as executive officers of First Busey, Messrs. Dukeman and Lykins are not considered "independent."

Our board of directors held six regular meetings during 2015 and three board study sessions. All of the directors attended at least 75% of the board meetings and meetings of committees of which they were members. Our independent directors met two times in executive session during 2015, and we expect that they will meet at least two times in executive session during 2016. We require all our directors to attend the Annual Meeting. Last year all but one of our directors then serving attended our Annual Meeting, and we expect all of our directors will attend the 2016 Annual Meeting.

The board of directors has established an Executive Management Compensation and Succession Committee, a Nominating and Corporate Governance Committee and an Audit Committee, each of which is made up solely of independent directors.

Any stockholder who wishes to contact the full board may do so by contacting the board: (i) in writing, in care of First Busey Corporation, 100 W. University Avenue, Champaign, Illinois 61820; or (ii) electronically, through the hyperlink available at our website at www.busey.com. Communications to the full board should be directed to Mary E. Lakey, Corporate Secretary, who will then forward all appropriate comments and communications to the board, while communications to the independent directors should be directed to Mr. Downey.

Executive Management Compensation and Succession Committee

The Executive Management Compensation and Succession Committee met nine times in 2015. In 2015, the Executive Management Compensation and Succession Committee was comprised of Joseph M. Ambrose (Chairman), David J. Downey, V.B. Leister, Jr. and August C. Meyer, Jr., each of whom is an "independent" director as defined by NASDAQ listing requirements and Rule 10C-1 under the Exchange Act, an "outside" director pursuant to Section 162(m) of the Internal Revenue Code and a "non-employee" director under Section 16 of the Exchange Act. We expect that each current member of the Executive Management Compensation and Succession Committee will serve throughout 2016. The Executive Management and Succession Committee charter is available at our website at www.busey.com under "Investor Relations."

The responsibilities of the Executive Management and Succession Committee include the approval, and recommendation to the full board in certain circumstances, of the compensation of our Chief Executive Officer and other senior executive officers. The Executive Management Compensation and Succession Committee also reviews and analyzes existing and potential management succession issues.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met three times in 2015. In 2015, the Nominating and Corporate Governance Committee was comprised of David J. Downey (Chairman),

Thomas G. Sloan, George T. Shapland and Dr. Wise (effective July 2015), each of whom is considered "independent" according to NASDAQ listing requirements. We expect that each current member of the Nominating and Corporate Governance Committee will serve throughout 2016. Responsibilities of the Nominating and Corporate Governance Committee include the nomination of individuals as members of the board, including the review of qualifications of directors to stand for re-election and the implementation and maintenance of our corporate governance procedures. The Nominating and Corporate Governance Committee charter is available at our website at www.busey.com under "Investor Relations."

The Nominating and Corporate Governance Committee reviews qualified candidates for directors and focuses on those who present varied, complementary backgrounds that emphasize both business experience and community standing. While we do not have a separate diversity policy, the committee does consider the diversity of our directors and nominees in terms of knowledge, experience, skills, expertise, and other demographics which may contribute to the board. The Nominating and Corporate Governance Committee also believes that directors should possess the highest personal and professional ethics.

The Nominating and Corporate Governance Committee has established the following minimum criteria, which it considers necessary for service on the board:

    possession of the highest personal and professional ethics, integrity and values;
    effective leadership and sound judgment in the nominee's professional life;
    exemplary management and communication skills;
    active leadership in the nominee's profession, business or organization;
    knowledge of business, economic and community issues;
    a lack of conflicts of interest that would prevent the nominee from serving on the board; and
    for non-employee...

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