April 14, 2014

Dear Stockholder:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders of First Midwest Bancorp, Inc. which will be held on Wednesday, May 21, 2014 at 9:00 a.m., Central time, at the Westin Chicago Northwest Hotel, 400 Park Boulevard, Itasca, Illinois 60143. Attached and enclosed you will find a Notice setting forth the business to come before the meeting, a Proxy Statement, a Proxy Card and a copy of our 2013 Annual Report.

We are pleased to once again offer multiple options for voting your shares. As detailed in the Questions and Answers section of the Proxy Statement, you can vote your shares via the Internet, by telephone, by mail or by written ballot at the Annual Meeting.

Your vote is very important to us. Whether or not you plan to attend the meeting in person, your shares should be represented and voted. Please cast your vote via the Internet, by mail or by telephone as instructed on the enclosed Proxy Card. Voting in any of these ways will not prevent you from attending the Annual Meeting.

On behalf of our Board of Directors, I would like to express our appreciation for your continued interest in the affairs of First Midwest Bancorp, Inc. I hope you will be able to attend the Annual Meeting.

One Pierce Place, Suite 1500

Itasca, Illinois 60143

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By order of the Board of Directors,

Nicholas J. Chulos

Executive Vice President, Corporate Secretary

and General Counsel

First Midwest Bancorp, Inc.

April 14, 2014

TABLE OF CONTENTS

One Pierce Place, Suite 1500

Itasca, Illinois 60143

PROXY STATEMENT

INTRODUCTION AND SUMMARY

This Proxy Statement is being furnished in connection with a solicitation of proxies by the Board of Directors of First Midwest Bancorp, Inc., a Delaware corporation, to be used at our 2014 Annual Meeting of Stockholders. The approximate date on which this Proxy Statement, the accompanying Proxy Card and our 2013 Annual Report are first being sent to stockholders is April 14, 2014. The following is a summary of items to be voted upon at the Annual Meeting.

Annual Meeting of Stockholders

Election of Directors

The election of five directors of the Company. Mr. Chlebowski, Mr. Gill, Ms. Rudnick and Mr. Small will be elected to the class of directors whose term expires in 2017 and Mr. Henseler will be elected to the class of directors whose term expires in 2015. See page __.

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Amendment to the Company’s Amended and Restated Certificate of Incorporation

We are asking stockholders to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000. See page __.

Executive Compensation

We are asking stockholders for an annual advisory vote on the compensation paid to our named executive officers as disclosed in this Proxy Statement. See page __.

Independent Registered Public Accounting Firm

We are asking our stockholders for an advisory vote to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2014. See page __.

Certain Terms

We use certain terms in this Proxy Statement that have particular meanings. For ease of reference, we have set forth below the meaning of these terms.

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QUESTIONS AND ANSWERS

Who can vote at the Annual Meeting?

You are entitled to vote your shares of Common Stock at the Annual Meeting if you were a stockholder of record of the Company at the close of business on March 27, 2014, the Record Date for the Annual Meeting. On that date, there were approximately 75,345,000 shares of Common Stock outstanding, each of which is entitled to one vote for each matter to be voted on at the Annual Meeting. On the Record Date, we had approximately 1,950 registered stockholders of record.

A proxy is your direction to another person to vote your shares. When you sign the enclosed Proxy Card, you will appoint certain officers of our Company to vote your shares of Common Stock at the Annual Meeting in the manner you instruct. Even if you plan to attend the Annual Meeting, you should complete, sign and return your Proxy Card in advance.

Who is entitled to receive this mailing?

If you hold Common Stock that is registered in your name through our transfer agent (Computershare) as of the Record Date, you are a stockholder of record. However, if you hold shares of our Common Stock indirectly through a broker, bank or similar institution, you are considered a beneficial owner of your shares but are not a stockholder of record. In this circumstance, you are a stockholder whose shares are held in “street name” and your broker, bank or other nominee is considered the stockholder of record. We sent copies of our proxy materials directly to all stockholders of record. If you are a beneficial owner whose shares are held in “street name”, these materials were sent to you by the bank, broker or similar institution through which you hold your shares. As the beneficial owner, you can direct your bank, broker or other institution on how to vote your shares at the Annual Meeting, and they are obligated to provide you with a voting instruction form for you to use for this purpose.

What does it mean if I receive more than one Proxy Card?

If you receive multiple Proxy Cards, this means you hold your shares in more than one account. To ensure that all your shares are voted, sign and return each Proxy Card. If you vote on the Internet or by telephone, you will need to vote for each Proxy Card you receive.

How are shares voted and counted?

If you are a stockholder of record on the Record Date and you properly submit your Proxy Card by mail, telephone or the Internet, your shares will be voted in accordance with your instructions. If you sign, date and return your Proxy Card, but do not give voting instructions, your shares will be voted in the manner recommended by the Board of Directors FOR each director nominee and FOR each of the other items set forth in the notice for this Annual Meeting. A Proxy Card also will grant discretionary authority to the named proxies to vote pursuant to the Proxy Card on any other matters that may properly come before the Annual Meeting, or any adjournment or postponement, which will be voted in accordance with the best judgment of the named proxies.

If your shares are held in street name, the shares will be voted by the broker, bank or other institution through which you hold your shares on routine matters in accordance your instructions and, if no instructions are given, your broker is entitled to vote your shares in its discretion. On non-routine matters your broker will vote your shares only if you have provided the broker with voting instructions. If you do not give your broker, bank or other institution voting instructions for non-routine items, your shares will be treated as “broker non-votes”. This means your shares will be counted for the purpose of determining if a quorum is present but, except as provided

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below, will not be included as votes cast with respect to the non-routine item. The determination of whether a matter is routine or non-routine is made under the rules of the NASDAQ Stock Market. An abstention occurs when a stockholder marks his or her Proxy Card as “abstain” and thereby abstains from voting on a matter.

The following chart explains which Items to be voted upon at our Annual Meeting are routine and non-routine and the treatment of broker non-votes and abstentions.

What is the required vote for each item of business to properly come before the Annual Meeting?

A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of Common Stock on the Record Date, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are treated as present for quorum purposes.

•                   Item 1—Election of Directors.  You may vote FOR or AGAINST any or all director nominees named in this Proxy Statement, or you may ABSTAIN as to one or more directors. A majority of the votes cast at the Annual Meeting with respect to the election of a director must be voted FOR the director in order for the director to be elected. A director who fails to receive a majority of the votes cast FOR his or her election will tender his or her resignation to the Board of Directors for consideration, and our Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will consider the recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

•                   Item 2—Approval of an Amendment to our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 to 150,000,000.  You may vote FOR or AGAINST the amendment to our Certificate of Incorporation, or you may ABSTAIN. A majority of the outstanding Common Stock entitled to vote at the Annual Meeting must be voted FOR the amendment in order for it to pass.

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•                   Item 3—Advisory Vote Approving the Compensation Paid to our Named Executive Officers.  You may vote FOR or AGAINST the compensation paid to our named executive officers, or you may ABSTAIN. A majority of the votes cast at the Annual Meeting must be voted FOR the Item in order for it to pass.

•                   Item 4—Advisory Vote Ratifying the Appointment of Independent Registered Public Accounting Firm.  You may vote FOR or AGAINST the ratification of our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2014, or you may ABSTAIN. A majority of the votes cast at the Annual Meeting must be voted FOR ratification in order for the Item to pass.

How do I vote?

If you are a stockholder of record you may cast your vote in one of four ways:

•                   By Internet.  The web address for Internet voting can be found on the enclosed Proxy Card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the card.

•                   By Telephone.  The number for telephone voting can be found on the enclosed Proxy Card. Telephone voting is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the Proxy Card.

•                   By Mail.  Mark the enclosed Proxy Card, sign and date it, and return it in the postage pre-paid envelope we have provided. To be valid, your vote by mail must be received by the deadline specified on the card.

•                   At the Annual Meeting.  You can vote your shares in person at the Annual Meeting. If you are a stockholder of record, you must present an acceptable form of identification (such as a valid driver’s license) in order to vote at the meeting.

If you hold your shares in street name, you may vote by following your broker’s instructions or, in order to vote at the meeting, you must obtain from your broker through which you hold your shares, both an account statement showing that you owned shares of Common Stock as of the Record Date and a “legal proxy” form, and bring them to the meeting.

How can I revoke my Proxy Card, substitute a new Proxy Card or change my vote?

You can revoke your Proxy Card or substitute a new Proxy Card at any time before your Proxy Card is voted at the Annual Meeting by:

•                   submitting a new Proxy Card through the Internet or by telephone; or

•                   executing and mailing a Proxy Card that is dated and received on a later date; or

•                   giving written notice of revocation to our Corporate Secretary at One Pierce Place, Suite 1500, Itasca, Illinois 60143; or

•                   voting in person at the Annual Meeting.

If your shares are held in street name, you may change your vote by submitting new voting instructions to your broker, bank or other institution.

How can I obtain an additional Proxy Card?

If you lose, misplace or otherwise need to obtain a Proxy Card, and:

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•                   you are a stockholder of record, contact our Corporate Secretary’s office at 630-875-7463; or

•                   you hold Common Stock in street name through a bank, broker or other institution, contact your account representative at that organization.

How will current employees who participate in the Company’s benefit plans receive our proxy materials?

Employees who participate in the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan (Savings and Profit Sharing Plan), First Midwest Bancorp, Inc. Non-qualified Retirement Plan (Retirement Plan), First Midwest Bancorp, Inc. Stock Option Gain Deferral Plan (Gain Deferral Plan) and/or the First Midwest Bancorp, Inc. Dividend Reinvestment Plan, and have a Company e-mail address, will receive an e-mail from Broadridge Financial Solutions, Inc. describing how to access proxy materials and vote via the Internet or by telephone. One e-mail will be sent for all accounts registered in the same employee name. If the employee’s accounts are registered in different names, he or she will receive a separate e-mail for each account. This e-mail will be titled: FIRST MIDWEST BANCORP, INC. 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY VOTE.

The trustees under these plans are the stockholders of record of all shares of Common Stock held in the plans, and the trustees will vote the shares held for the account of each employee in accordance with the instructions received from the employee. Employees should instruct the trustees how to vote their shares by using the instructions provided in the e-mail and vote via the Internet or by telephone. If the trustees do not receive voting instructions by the specified deadline, the trustees will vote the shares proportionally in the same manner as those shares for which instructions were received. Because the employees are not the record owners of the related shares, the employees may not vote these shares in person at the Annual Meeting. Individual voting instructions to the plan trustees will be kept confidential and will not be disclosed to any of our directors, officers or employees.

Who pays for the expenses of this proxy solicitation?

We will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitations may be made by certain of our directors, officers or employees or affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for any such solicitation. We will reimburse brokers, banks and other institutions for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

What do I need to do to attend the Annual Meeting?

All stockholders must bring an acceptable form of identification, such as a valid driver’s license, in order to attend the Annual Meeting in person. In addition, if you hold shares in street name and would like to attend our Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of Common Stock as of the close of business on the Record Date.

Additional Information

You may obtain additional information regarding the Company, including our corporate governance policies and practices, by visiting our website at www.firstmidwest.com/investorrelations, or by a written request to our Corporate Secretary at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.

A list of the stockholders of record as of the Record Date will be available for inspection for purposes germane to the Annual Meeting during ordinary business hours at our offices, One Pierce Place, Suite 1500, Itasca, Illinois 60143, from May 9, 2014 to May 20, 2014, as well as at the Annual Meeting.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting on May 21, 2014

A copy of our Annual Report for the fiscal year ended December 31, 2013 is enclosed with this Proxy Statement. The Notice of Annual Meeting of Stockholders, this Proxy Statement and our 2013 Annual Report are available at www.proxyvote.com (if you utilize www.proxyvote.com, you will need the control number included on your Proxy Card or voting instruction form). If you would like to receive, without charge, a paper copy of our Annual Report, please contact our Corporate Secretary at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.

ITEM 1—ELECTION OF DIRECTORS

Nominees for Election

Our Board of Directors currently consists of 12 directors and is divided into three classes, with each class serving for three-year terms. As a result, each year, only one class of directors stands for election at our Annual Meeting.

Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors nominated John F. Chlebowski, Jr., Phupinder S. Gill, Peter J. Henseler, Ellen A. Rudnick and Michael J. Small to stand for election at the Annual Meeting, all of whom are currently directors of the Company.

Upon the further recommendation of our Nominating and Corporate Governance Committee, our Board of Directors determined to realign our classes of directors this year to provide for equal apportionment among the three classes. Under our Certificate of Incorporation, our classes of directors should be as nearly equal in number as possible. At the present time, two of our classes consist of five directors each and the remaining class consists of two directors. The class of directors having two directors is the class with directors whose current terms expire in 2015. Our classes became imbalanced due to several director retirements or deaths, and the Board of Directors has determined it is desirable to rebalance the classes so that each class is comprised of four directors.

To accomplish the rebalancing of our director classes, Mr. McDonnell, whose present term will expire in 2016, intends to tender his resignation from the Board of Directors immediately following the Annual Meeting, and the Board intends to immediately appoint Mr. McDonnell to the class of directors whose term expires in 2015. In addition, Mr. Henseler, whose present term expires at this Annual Meeting and who would have been nominated at the Annual Meeting for election to the class of directors whose term expires in 2017, has instead been nominated for election to the class of directors whose term will expire in 2015. No other changes to the classes of directors are being proposed.

As such, if elected, Mr. Chlebowski, Mr. Gill, Ms. Rudnick and Mr. Small will each hold office for a three-year term expiring at our annual meeting of stockholders in 2017 and Mr. Henseler will hold office for a one-year term expiring at our annual meeting in 2015 and, in each case, until his or her successor has been elected and qualified. If a nominee fails to receive the required majority vote for election, he or she will tender his or her resignation as a director in accordance with our By-Laws and Corporate Governance Guidelines, and the Board of Directors will determine whether it is in the best interests of the Company to accept any tendered resignation.

Each nominee has informed us that he or she is willing to serve as a director if elected. Should any nominee become unable or refuse to serve as a director upon election, it is intended that the persons named as proxies in the Proxy Card will vote for the election of such other person as the Board of Directors may recommend.

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The following table reflects the realignment of the director classes being recommended by our Board of Directors:

Nomination Process

In identifying, evaluating and recommending nominees for the Board of Directors, our Nominating and Corporate Governance Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines which includes:

We do not set specific, minimum qualifications that nominees must meet in order to be recommended to the Board of Directors. Each nominee is evaluated based on his or her individual merits, taking into account the needs of the Company and the composition of the Board of Directors. The Nominating and Corporate Governance Committee discusses and evaluates possible candidates in detail and outside consultants are sometimes engaged to help identify potential candidates. When determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past participation in and contributions to Board activities.

The Board of Directors has not adopted a formal diversity policy for nominees. When making recommendations for nominees to the Board, however, the Nominating and Corporate Governance Committee attempts to include directors who, when taken together with the other nominees and continuing directors, will create a group that offers a diversity of education, professional experience, background, age, perspective,

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viewpoints and skill. The Nominating and Corporate Governance Committee will consider and evaluate director candidates recommended by stockholders in the same manner as other candidates identified by the Committee. A stockholder wanting to formally nominate a candidate must do so by following the procedures described in the Company’s Certificate of Incorporation and By-Laws, as amended from time to time.

Independence of Nominees and Non-Employee Directors

Our Board of Directors determines the independence of all non-employee directors in accordance with the independence requirements of the NASDAQ Stock Market listing standards. Accordingly, each year the Board affirmatively determines whether each non-employee director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, each non-employee director is required to complete a questionnaire that provides information about relationships that might affect the determination of independence. Management then provides the Nominating and Corporate Governance Committee and Board of Directors with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that are outside the categories permitted under the NASDAQ rules.

Based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board of Directors analyzed the independence of each of the Company’s nominees and other current directors, and determined that all of our directors meet the standards of independence under our Corporate Governance Guidelines and the NASDAQ rules, other than Michael L. Scudder, the Company’s current President and Chief Executive Officer, who is not considered to be independent under the standards of our Corporate Governance Guidelines and the NASDAQ rules. In addition, our Board of Directors determined that:

The evaluation and selection of each member of the Board of Directors is based on a variety of factors. Included in the table below is the name of each member of the Board, along with his or her principal occupation for at least the previous five years and other professional experience and achievements. Each director has been identified as possessing the requisite skills, experience and attributes that qualify him or her to serve as a member of our Board of Directors.

Nominees Standing for Election at this Annual Meeting with a Term Expiring in 2017 Except for Mr. Henseler Whose Term will Expire in 2015

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10

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Continuing Directors Serving a Term Expiring in 2016 Except for Mr. McDonnell Whose Term will Expire in 2015

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13

Continuing Directors Serving a Term Expiring in 2015

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For more information regarding our Board of Directors, its members, its committees and our corporate governance practices, please see the section of this Proxy Statement entitled Corporate Governance at First Midwest beginning on page __, or visit the Investor Relations section of our website at www.firstmidwest.com/officersdirectors.

Directors’ Recommendation

The Board of Directors unanimously recommends a vote “FOR” the election of each of John F. Chlebowski, Jr., Phupinder S. Gill, Peter J. Henseler, Ellen A. Rudnick and Michael J. Small as directors of the Company as set forth above.

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ITEM NO. 2—APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 150,000,000

Background

Our Certificate of Incorporation currently authorizes 1,000,000 shares of preferred stock and 100,000,000 shares of Common Stock.  At the Annual Meeting, we will request that stockholders approve and adopt a proposal to amend our Certificate of Incorporation to increase by 50,000,000 the number of shares of Common Stock the Company is authorized to issue from 100,000,000 to 150,000,000 shares.  We are not proposing to make any changes to our authorized shares of preferred stock.

The Nominating and Corporate Governance Committee considered and then recommended to our Board of Directors the amendment to our Certificate of Incorporation to increase our authorized shares of Common Stock to 150,000,000 shares.  Our Board of Directors accepted this recommendation and unanimously approved and adopted, at a meeting held on February 19, 2014, the amendment, subject to stockholder approval at the Annual Meeting.

If stockholders approve and adopt the amendment, it will become effective upon the filing of a Certificate of Amendment with the Delaware Secretary of State, which the Company intends to file shortly after the Annual Meeting.

Text of the Proposed Amendment

The first paragraph of ARTICLE FOURTH of the Certificate of Incorporation would be amended to read as follows:

ARTICLE FOURTH.  Authorized Stock.

The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifty One Million (151,000,000) shares, of which One Million (1,000,000) shares shall be shares of Preferred Stock without par value (hereinafter sometimes referred to as “Preferred Stock”), and One Hundred Fifty Million (150,000,000) shares shall be shares of Common Stock, $0.01 par value per share (hereinafter sometimes referred to as “Common Stock”).

Reasons for the Proposed Amendment

Our Certificate of Incorporation authorizes up to 100,000,000 shares of Common Stock and approximately 75,000,000 shares are presently issued and outstanding.  No shares of preferred stock are currently outstanding.

The Board of Directors believes it is in the best interests of the Company and its stockholders to increase the number of authorized shares of Common Stock to provide the Company with flexibility to consider and plan for future general corporate needs, including, but not limited to, capital raising, financing transactions, possible merger and acquisition transactions, stock splits, stock dividends or other general corporate purposes. The additional authorized shares of Common Stock would enable the Company to pursue strategic, financial or capital opportunities as they may be presented and to take timely advantage of market conditions as they may arise, and without the delay and expense associated with calling and convening a special meeting of stockholders, unless required by law or the rules of NASDAQ.

The Board of Directors and management believe that these opportunities can develop quickly, which would require us to be in a position to take advantage of them in a timely manner. However, the Company has no present understanding, commitment or agreement to issue the additional shares of Common Stock resulting from the proposed increase in authorized shares.

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Effect of the Proposed Amendment

If the proposed amendment to the Certificate of Incorporation is approved and adopted by our stockholders, approximately 75,000,000 shares of Common Stock would then be authorized and available for future issuance. The additional authorized shares would be available for issuance from time to time by the Board of Directors for any proper general corporate purpose, including those described above, without further stockholder approval, other than as may be required by Delaware law or the rules of NASDAQ.

All shares of Common Stock, including the additional proposed authorized shares, have the same rights and are identical in all respects, including voting, dividend, distribution and liquidation rights.  The newly authorized shares of Common Stock will not affect any of the rights of the shares of Common Stock currently outstanding.  Under Delaware law and our Certificate of Incorporation, shares of our Common Stock are not entitled to preemptive rights to purchase shares of Common Stock that the Company may issue in the future.

The ability of the Board of Directors to issue additional shares of Common Stock may, under certain circumstances, be deemed to have an anti-takeover effect. The Company could use the additional authorized shares of Common Stock to oppose a hostile takeover attempt of the Company, or to delay or prevent a change in control of the Company or changes in or removal of the Board of Directors of the Company. However, the amendment to our Certificate of Incorporation is not being proposed in order to prevent a change in control, nor is it in response to any present attempt known to the Board of Directors to obtain control of the Board, gain representation on the Board or take action that affects control of the Company.  Issuances of the additional shares of Common Stock also could have a dilutive effect on earnings per share and book value per share of our Common Stock, as well as relative levels of stock ownership of stockholders, including persons seeking to gain control of the Company.

The Board of Directors intends to use the additional shares of Common Stock only for purposes and on terms that it deems to be in the best interests of the Company and its stockholders.

Potential Impact if the Amendment is not Adopted

If the proposed amendment to our Certificate of Incorporation is not approved and adopted by our stockholders and we are unable to increase our number of authorized shares of Common Stock, the Company will have a limited number of shares of Common Stock available for issuance.  This could impact the Company’s ability to issue Common Stock for capital raising, financing transactions, possible merger and acquisition transactions and other corporate transactions as the Company may be restricted in its ability to issue Common Stock for these needs.  In addition, the Company may be limited in its ability to raise additional capital if the Board of Directors determines that additional capital would be in the best interests of the Company and its stockholders.  Without sufficient shares of Common Stock to issue, the Company may be unable to take full advantage of strategic, financial or capital opportunities or favorable market conditions should these arise.

Required Vote

The majority of outstanding shares of Common Stock entitled to vote at the Annual Meeting is required for stockholders to approve and adopt the proposed amendment to our Certificate of Incorporation.

Directors’ Recommendation

The Board of Directors unanimously recommends that stockholders vote “FOR” approval and adoption of the amendment to the Certificate of Incorporation to increase the authorized shares of Common Stock of the Company to 150,000,000 shares.

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ITEM 3—ADVISORY VOTE ON THE COMPANY’S COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

In accordance with applicable SEC rules, we are required to provide stockholders with an opportunity to approve, on an advisory basis, the compensation of our named executive officers (say-on-pay) as disclosed in this Proxy Statement. Beginning on page __, we describe our executive compensation programs for our named executive officers.

Our Board of Directors views it as a good corporate governance practice to have stockholders provide an annual advisory vote on the executive compensation paid to our named executive officers. The Board made this recommendation to our stockholders at our 2012 annual meeting, and our stockholders overwhelmingly voted in favor of having a vote on executive compensation every year, as opposed to every other year or every third year.

At our 2013 Annual Meeting, approximately 92% of the votes cast were voted in favor of the executive compensation paid to our named executive officers, which represents an increase from 88% of the votes cast in favor of our executive compensation at the 2012 Annual Meeting. We believe these vote results, and the increase in the vote approval from 2012 to 2013, confirmed our approach to executive compensation. Our Compensation Committee intends to consider the say-on-pay vote results from this year, and future advisory votes, with respect to the design and amounts paid under our executive compensation program.

For a more detailed discussion of our executive compensation program, including information about the fiscal year 2013 compensation of our named executive officers, please see the section entitled Compensation Discussion and Analysis and the accompanying compensation tables and narrative disclosures.

We are asking our stockholders to indicate their support for our executive compensation as described in this Proxy Statement. This proposal, commonly known as a say-on-pay proposal, gives our stockholders the opportunity to express their views on executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this Proxy Statement. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, set forth in the 2014 annual meeting proxy statement is hereby approved by the Company’s stockholders on an advisory basis.

The say-on-pay vote is advisory and is therefore not binding on the Company, the Compensation Committee or our Board of Directors. The Compensation Committee and our Board of Directors value the opinions of our stockholders and, to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Directors’ Recommendation

The Board of Directors unanimously recommends that stockholders vote “FOR” approval of the compensation paid to our named executive officers set forth in this Proxy Statement.

ITEM 4—ADVISORY VOTE RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors is responsible for appointing the Company’s independent registered public accounting firm, and the Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2014. We are submitting

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this selection for stockholder ratification at the Annual Meeting. We expect a representative of Ernst & Young LLP to be present at the Annual Meeting and to have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from stockholders. Ernst & Young LLP also served as our independent registered public accounting firm for our fiscal year ended December 31, 2013.

Although we are not required to have our stockholders ratify the selection of our independent registered public accounting firm, our Board of Directors has determined to seek this ratification from stockholders. If our stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Ernst & Young LLP, but may retain them nonetheless. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company.

Fees Paid to Independent Registered Public Accounting Firm

The Audit Committee, or a designated member of the Committee, approves in advance all audit and any non-audit services rendered by Ernst & Young LLP on behalf of the Company. The following table shows information about fees paid by the Company to Ernst & Young LLP for services related to the respective fiscal years.

(a)                                 Includes fees and expenses for the audit of the Company’s annual financial statements, internal control over financial reporting, and review of financial statements included in the Company’s quarterly reports filed with the SEC, as well as services normally provided by an independent auditor in connection with statutory and regulatory filings or engagements.

(b)                                 Includes fees related to the audits of the Company’s benefit plans.

(c)                                  Includes fees related to assistance with routine audits and tax planning, consulting and compliance services.

For audit, audit-related services, tax-related services, and all other services, our Audit Committee has determined specific services and dollar thresholds under which such services would be considered pre-approved. To the extent management requests services other than these pre-approved services, or beyond the dollar thresholds, our Audit Committee must specifically approve the services. Further, under our fee policy, our independent registered public accounting firm may not perform the non-audit services identified by the SEC as prohibited. Our fee policy requires management to provide to our Audit Committee on a quarterly basis a summary of all services performed by the independent registered public accounting firm.

Directors’ Recommendation

The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014.

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CORPORATE GOVERNANCE AT FIRST MIDWEST

Our Board of Directors is committed to maintaining strong corporate governance principles and practices. If you would like additional information about our corporate governance practices, you may view the following documents on our website at www.firstmidwest.com/corporategovernance or request them in print by sending a written request to the Corporate Secretary at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143:

•                   Corporate Governance Guidelines;

•                   Code of Ethics and Standards of Conduct (applicable to all directors, officers and employees);

•                   Code of Ethics for Senior Financial Officers;

•                   Audit Committee Charter;

•                   Compensation Committee Charter;

•                   Nominating and Corporate Governance Committee Charter; and

•                   Related Person Transaction Policies and Procedures.

Corporate Governance Guidelines and Committee Charters

The Corporate Governance Guidelines and the charters of the Audit, Compensation and Nominating and Corporate Governance Committees of our Board of Directors describe our corporate governance practices. The Corporate Governance Guidelines and charters are intended to ensure that our Board of Directors has practices in place relating to oversight of management and various components of our business operations and to make decisions that are independent of management.

Code of Ethics and Standards of Conduct and Code of Ethics for Senior Financial Officers

We have adopted a Code of Ethics and Standards of Conduct, which applies to all of our directors, officers and employees, as well as a Code of Ethics for Senior Financial Officers, which applies to our senior financial officers. Our Code of Ethics and Standards of Conduct meets the requirements of a “code of ethics” as defined by applicable SEC rules, and also meets the requirements of a “code of conduct” under the applicable NASDAQ rules. Annually, all employees are required to certify that they have reviewed and are familiar with the Code of Ethics and Standards of Conduct, and all officers are required to certify compliance with the Code. Waivers of the Code of Ethics and Standards of Conduct for executive officers are required to be disclosed to the Chair of the Nominating and Corporate Governance Committee of the Board.

Board Leadership and Structure

As provided in the Corporate Governance Guidelines, our Board of Directors does not have a fixed policy regarding the separation of the offices of Chairman and Chief Executive Officer and believes that it should maintain the flexibility to select the Chairman and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders.

The position of Chairman of the Board is held by Robert P. O’Meara and the position of President and Chief Executive Officer is held by Michael L. Scudder. The Board of Directors believes that, at this time, the separation of the offices of Chairman of the Board and of President and Chief Executive Officer for our Company enhances Board oversight. This separation presently allows Mr. Scudder to focus on his responsibilities of running the day-to-day affairs of the Company, enhancing stockholder value and expanding and strengthening the Company’s business. Concurrently, Mr. O’Meara, as Chairman of the Board, can focus on leadership for the Board as it provides advice to and independent oversight of management. As the independent Chairman, Mr. O’Meara also serves as the presiding director of the Board.

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Risk Oversight

Risk is inherent with every business and we face a number of risks, including, for example, credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, cyber risk and reputation risk. Management is responsible for the day-to-day management of the risks the Company faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes, policies and levels designed and implemented by management are appropriate and functioning as designed.

The Board of Directors performs its risk oversight function primarily through its committees and the operation of the Bank’s Board of Directors, as well as reports directly from the President and Chief Executive Officer and other members of management regarding the Company’s risk management functions. In addition, the Chairman of the Board meets regularly with the President and Chief Executive Officer to discuss strategy and risks facing the Company. Key members of senior management attend Board meetings and are available to address any questions or concerns raised by the Board of Directors.

Meetings

Our Board of Directors holds regularly scheduled quarterly meetings and special meetings as needed. In 2013, the Board held four regularly scheduled meetings and no special meetings. Once a year, the Board of Directors devotes additional time to presentations and discussions with senior management about the Company’s long-term strategy, which is then supplemented, updated and discussed further at the Board’s quarterly meetings.

We expect our directors to attend all Board and committee meetings for those committees on which they serve. Directors are also expected to attend each annual meeting of stockholders. All of our current directors, including the current nominees for director, attended last year’s annual stockholders meeting. Each director attended at least 75% of the total number of meetings of the Board of Directors and Board committees on which he or she served during 2013, with the exception of Mr. Chlebowski who attended 69% of the meetings. Mr. Chlebowski was unable to attend our Board and Audit Committee meetings held on August 20 and 21, 2013 because he was evacuated from his home due to the imminent threat of harm caused by the wildfires that occurred in the western United States last year. Had Mr. Chlebowski been able to attend the Board of Directors and Audit Committee meetings in August, he would have satisfied the 75% attendance threshold. In his seven years of service as a director of our Company, Mr. Chlebowski has always attended at least 75% of the total number of meetings of the Board and Board committees on which he served.

Board Committees

Our Board of Directors has three standing committees, our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each standing committee has a written charter and the Board of Directors has determined that each of the members of our standing committees is “independent” under the provisions of our Corporate Governance Guidelines and the NASDAQ rules. The Board has also established an Advisory Committee for the purpose of providing general advice to management with respect to general business matters as needed between regular meetings of the Board.

Under our Corporate Governance Guidelines, the members of each Board committee (including each committee chair) are appointed by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee, and a member may only serve as the chair of one committee of the Board at any given time. The table below provides membership and meeting information for each Board committee for the 2013 fiscal year.

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Below is a brief description of each standing committee of our Board of Directors as well as our Advisory Committee. Each standing committee has the authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities. The charter of each standing committee describes the specific responsibilities and functions of such committee. You may view a current copy of each charter by visiting our website at www.firstmidwest.com/corporategovernance.

Advisory Committee.  The primary responsibility of the Advisory Committee is to advise and consult with management with respect to general business matters as needed between regular meetings of the Board of Directors.

Audit Committee.  The responsibilities of the Audit Committee include, among others:

•     Retention and termination of our independent registered public accounting firm and pre-approve all services performed by this firm.

•     Oversight of the external reporting process and the adequacy of the Company’s internal controls.

•     Oversight of the scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors.

•     Oversight of the process for determining the independence of the independent registered public accounting firm.

•     Oversight of the procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.

Compensation Committee.  Our Compensation Committee reviews and evaluates our general compensation philosophy and oversees the development, implementation and any revision to our compensation policies and programs. The responsibilities of the Compensation Committee include, among others:

•     Review and approve the Company’s general compensation philosophy.

•     Oversee the development and implementation of our compensation policies and programs.

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•     Recommend to our Board of Directors goals and objectives relating to the compensation of our Chief Executive Officer.

•     Assist our Board of Directors in evaluating our Chief Executive Officer and recommending to our Board the Chief Executive Officer’s compensation.

•     Review and recommend to our Board of Directors the annual compensation of senior management.

•     Oversee the Company’s health and welfare programs.

•     Oversee the Company’s retirement plans.

•     Review and monitor the Company’s incentive and other compensation programs.

•     Administer our Omnibus Plan and Non-employee Directors Stock Plan.

Nominating and Corporate Governance Committee.  The responsibilities of the Nominating and Corporate Governance Committee include, among others:

•     Recommend to the Board of Directors the director nominees for election at any meeting of stockholders at which directors are elected.

•     Identify, interview and recruit individuals for Board membership.

•     Oversee matters of corporate governance, including reviewing the Company’s Corporate Governance Guidelines and Code of Ethics and Standards of Conduct.

•     Advise the Board of Directors on Board and committee organization, membership, function, performance and effectiveness.

•     Review director independence standards and qualifications and make recommendations to the Board of Directors with respect to the determination of the independence and qualifications of directors.

•     Review stockholder proposals and consider responses or actions regarding such proposals.

Related Person Transactions

We maintain a written policy for reviewing, approving and monitoring transactions involving the Company and related persons (generally, directors and executive officers or their immediate family members, or stockholders owning 5% or more of our Common Stock).

Our Nominating and Corporate Governance Committee is responsible for reviewing and approving (or ratifying) all transactions with related persons. The Nominating and Corporate Governance Committee will take into account all relevant factors in its analysis, including whether the transaction is on terms comparable to those available to third parties. The Nominating and Corporate Governance Committee will also determine whether any transaction with a related person impairs the independence of a director, or presents a conflict of interest on the part of a director or executive officer. The Chair of the Nominating and Corporate Governance Committee may pre-approve or ratify any transaction with a related person involving an amount up to $500,000. The policy also provides that transactions involving competitive bids, the rendering of services by a regulated entity and certain ordinary course banking transactions will be deemed to be pre-approved by the Nominating and Corporate Governance Committee.

During 2013, the Company and First Midwest Bank engaged in transactions in the ordinary course of business with some of our executive officers, directors and entities with which they are associated. All loans, loan commitments and other banking services in connection with these transactions were in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to the Company and did not involve more than the normal risk of collectibility or present other unfavorable features.

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Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our executive officers or employees. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has an executive officer serving on our Board of Directors or our Compensation Committee.

Stockholder Communication with Directors

Stockholders may contact an individual director, the Board of Directors as a group or a specific Board committee or group, including our independent directors as a group, by submitting written correspondence to First Midwest Bancorp, Inc., Attn: Board of Directors, One Pierce Place, Suite 1500, Itasca, Illinois 60143. Each communication should specify the applicable addressee(s) to be contacted as well as the general topic of the communication. The Company will initially receive and process communications before forwarding them to the addressee(s). Communications also may be referred to other departments within the Company. The Company generally will not forward to the directors a stockholder communication that involves routine business matters of the Company or the Bank, an irrelevant topic or general information about the Company. Matters regarding accounting or auditing matters should be reported in writing to the Board’s Audit Committee Chair or the Company’s Chief Risk Officer at First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL

STOCKHOLDERS, DIRECTORS, AND MANAGEMENT

The following table sets forth, as of March 1, 2014, information about the beneficial ownership of our Common Stock by all directors, our named executive officers and our directors and all executive officers as a group. Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to applicable community property laws that may apply to create shared voting and investment power. Unless indicated in the notes, the address of each beneficial owner is c/o First Midwest Bancorp, Inc., One Pierce Place, Suite 1500, Itasca, Illinois 60143.

We calculated the percent of class based on approximately 75,347,000 shares of Common Stock outstanding on March 1, 2014. We also include shares subject to options that are currently exercisable or will become exercisable within 60 days of March 1, 2014. Those shares are deemed to be outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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103,750 shares; Mark G. Sander, 65,233 shares; Victor P. Carapella, 29,043 restricted stock units; Paul F. Clemens, 29,957 shares; and Thomas M. Prame, 27,622 shares.

(5)           Includes 98 shares of Common Stock owned by Lewis University to which Brother James Gaffney disclaims beneficial ownership.

(6)           Includes: 68,454 shares of Common Stock held in our Savings and Profit Sharing Plan for the accounts of certain executive officers; 366,862 shares of restricted stock and 46,074 restricted stock units which are subject to future vesting conditions; 126,008 shares of Common Stock payable to certain directors and executive officers pursuant to our deferred compensation plans; and 417,189 shares of Common Stock subject to options exercisable within 60 days after March 1, 2014.

Other Security Ownership

The following table identifies each person known to us as of March 1, 2014 to beneficially own more than 5% of our outstanding Common Stock.

(1)           This information is based solely on a Schedule 13G/A filed with the SEC on January 29, 2014 by BlackRock, Inc., which reported sole voting power as to 6,506,973 shares and sole dispositive power as to 6,766,587 shares as of December 31, 2013.

(2)           This information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2014 by Wellington Management Company, LLP, which reported shared voting power as to 4,441,526 shares and shared dispositive power as to 5,811,550 shares as of December 31, 2013.

(3)           This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2014 by Dimensional Fund Advisors LP, which reported sole voting power as to 4,277,573 shares and sole dispositive power as to 4,423,258 shares as of December 31, 2013.

(4)           This information is based solely on a Schedule 13G filed with the SEC on February 12, 2014 by The Vanguard Group, which reported sole voting power as to 115,836 shares, sole dispositive power as to 4,271,363 and shared dispositive power as to 109,436 shares as of December 31, 2013.

DIRECTOR COMPENSATION

We use a combination of cash and equity–based compensation to help attract and retain qualified candidates to serve on our Board of Directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties and comparative data regarding director compensation of our peers. Michael L. Scudder (our President and Chief Executive Officer) does not receive compensation for serving as a member of the Board. In addition, Brother James Gaffney has elected not to receive

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either the cash or equity component of his director compensation. The following summarizes our annual compensation for non-employee directors for the 2013 fiscal year:

(1)                                 Each annual cash retainer is paid in equal quarterly installments in arrears. Payment of each annual retainer is contingent upon the director’s service during the preceding quarter. We do not pay separate fees for attendance at Board or Board committee meetings. We also reimburse our directors for their reasonable Board and committee attendance-related expenses.

(2)                                 These awards are recommended by the Compensation Committee and authorized by the Board of Directors. Since May of 2008, non-employee director equity awards have been in the form of shares of restricted stock. Prior to that time such awards were made in the form of non-qualified stock options.

2013 Equity Compensation

Barbara A. Boigegrain, John F. Chlebowski, Jr., Phupinder S. Gill, Peter J. Henseler, Patrick J. McDonnell, Ellen A. Rudnick, Michael J. Small, John L. Sterling and J. Stephen Vanderwoude each received a full equity award in 2013 of 3,271 shares. Restricted stock awards have a vesting period of one year from the date of grant and are nontransferable prior to vesting except in certain limited circumstances. In the event of a change-in-control, as defined in the Amended and Restated First Midwest Bancorp, Inc. Directors Stock Plan, all unvested shares of restricted stock will vest in full, the restrictions will lapse and the shares will be freely transferable. Beginning in 2012, Robert P. O’Meara receives a cash payment of $42,000 in lieu of the equity component of his director compensation in light of his significant holdings of our Common Stock. As previously indicated, Brother James Gaffney has elected not to receive a director restricted stock award.

The following table and explanatory footnotes provide information with regard to the cash and restricted stock grants issued to each non-employee director during 2013.

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(1)                                 Includes amounts deferred at the election of the directors pursuant to our Directors Deferred Plan.

(2)                                The aggregate number of shares of restricted stock issued by the Company to each non-employee director during the 2013 fiscal year is as follows: 3,271 shares to Barbara A. Boigegrain, John F. Chlebowski, Jr., Phupinder S. Gill, Peter J. Henseler, Patrick J. McDonnell, Ellen A. Rudnick, Michael J. Small, John L. Sterling and J. Stephen Vanderwoude. The amounts in column (c) reflect the aggregate grant-date fair value of stock awards granted in 2013 to each named non-employee director in accordance with the accounting guidance for share-based compensation.

(3)                                 The aggregate number of unexercised stock options outstanding as of March 1, 2014 issued to non-employee directors is as follows: John F. Chlebowski, Jr., 6,586; Brother James Gaffney, 12,321; Patrick J. McDonnell, 12,321; Robert P. O’Meara, 11,962; Ellen A. Rudnick, 10,653; John L. Sterling, 12,321; and J. Stephen Vanderwoude, 12,321.

(4)                                 The Company does not maintain a non-equity incentive plan or pension plan for directors.

(5)                                 The amounts in column (g) for Barbara A. Boigegrain and Ellen A. Rudnick represent the amounts paid under our matching gift donation program to eligible educational institutions designated by the applicable director.

(6)                                 Brother James Gaffney has elected not to receive any compensation for his service on the Board of Directors.

(7)                                 Robert P. O’Meara receives a cash payment of $42,000 in lieu of the equity component of his director compensation because of his significant existing holdings of our Common Stock.  Included in Mr. O’Meara’s director compensation are director fees paid to him as a non-employee director of First Midwest Bank.

(8)                                 The amount in column (g) for Robert P. O’Meara includes payments made on his behalf under a Retirement and Consulting Agreement between the Company and Mr. O’Meara. Under this agreement Mr. O’Meara also pays 17% of the premium for health coverage under the Company’s medical program for retirees and the Company pays the balance.

Director Stock Ownership Guidelines

We believe that each director should have an important personal investment in the Company. Directors are encouraged to own Common Stock equal in value to five times their annual cash retainer and to acquire and maintain this share ownership threshold within five years of joining the Board of Directors.

All of our directors own a sufficient number of shares of Common Stock, including restricted stock, under our stock ownership guidelines.

Deferred Compensation Plan for Non-Employee Director

The First Midwest Bancorp, Inc. Deferred Compensation Plan for Non-employee Directors (Directors Deferred Plan) allows non-employee directors to defer receipt of either 50% or 100% of any director fees and retainers. Deferral elections are made in December of each year for amounts to be earned in the following year. Accounts are deemed to be invested in separate investment accounts under the plan, with the same investment alternatives as those available under our Retirement Plan, including an investment account for shares of our Common Stock.

Directors are able to modify their investment elections at any time. Deferred director fees and retainers are payable at the director’s election, either as a lump sum or in installments over a period not to exceed fifteen

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years. Payments under the Directors Deferred Plan begin at the date specified by the director or upon cessation of service as a director.

COMPENSATION DISCUSSION AND ANALYSIS

This section provides information and perspective regarding our compensation programs and decisions for our executive officers generally and, more specifically, for our named executive officers identified below.

Executive Summary

We believe it is important to incent and reward our executives for corporate and individual performance, with a clear emphasis on corporate performance. We maintain a pay-for-performance environment with an executive compensation program that includes both short- and long-term performance-based awards and a significant equity component. Our executive compensation program is designed to encourage the achievement of corporate financial objectives that create value for our stockholders, align the interests of our executives with our stockholders, provide a retention effect for our executives and advance the value of our common stock. Our Compensation Committee also annually reviews the risks and rewards associated with each element of our compensation program to assure that our program does not encourage our executive officers to take excessive risks to enhance their compensation.

Since 2008, the Company and the banking industry in general have been navigating through some of the most severe economic conditions in recent times. During 2013, we believe management continued to lead the Company effectively through the challenges and complexity of our economy, the bank regulatory environment and the financial services sector, which allowed the Company to post solid corporate financial results and continue the Company’s momentum of growing and diversifying our loans, increase fee income and significantly improve asset quality. In making compensation decisions, the Compensation Committee considered the following 2013 accomplishments, among others:

•      The price of our Common Stock increased over 40% between December 31, 2012 and December 31, 2013. For the same period, the NASDAQ Composite Index had a 1-year return of 38.32% and the NASDAQ Bank Index had a 1-year return of 38.9%. Our Common Stock is included in both indices.

•                   Increased dividends per share to $0.07, or 600%, from 2012 levels.

•                   Achieved full-year earnings in the 2013 fiscal year of $78 million (excluding the $34 gain on securities).

•                   Recorded a one-time gain of $34 million on the successful sale of an investment security.

•                   Increased fee income by 9.2% in 2013 compared to 2012.

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•                   Decreased noninterest expense by 12.0% in 2013 compared to 2012.

•                   Grew total loans (excluding covered loans) by $390.3 million, or 7.5%, from December 31, 2012.

•                   Continued our momentum of repositioning our loan portfolio by increasing total corporate loans at December 31, 2013 by $353.9 million, or 7.9%, compared to December 31, 2012.

•                   Reduced total nonperforming assets by 14.5% at December 31, 2013 compared to December 31, 2012.

•                   Recorded net loan charge-offs (excluding net covered loan charge-offs) of $25.6 million in 2013, representing an 80% improvement over 2012 and the lowest charge-off level at the Company in over five years.

•                   Grew tangible book value per common share to $13.34 at year-end, representing a 6.1% increase from December 31, 2012.

•                   Grew Tier 1 common capital to risk-weighted assets to 10.37% at December 31, 2013, representing a 104% increase from December 31, 2012.

•                   Maintained regulatory capital ratios significantly above the minimums for “well capitalized” institutions.

Our Compensation Philosophy

Our Compensation Committee has designed a compensation program that promotes a pay-for-performance environment which encourages and rewards our short-term and long-term financial success and the achievement of our strategic priorities and which builds value for our stockholders. As such, a significant portion of the compensation of our named executive officers is at-risk compensation based on the attainment of performance goals and the value of our common stock. Our Compensation Committee also believes that our compensation program must be market competitive to attract and retain our executives. Adherence to this philosophy forms the overall basis for our executive compensation program and is based on the compensation principles set forth below.

Executive compensation should be performance-based and reward achievement of corporate objectives. Our compensation program for our named executive officers (and our other executive officers) should motivate and reward superior performance. Our executive compensation program should be weighted toward achievement of corporate financial metrics that further our strategic priorities and enhance stockholder value.

A significant portion of executive compensation should be in the form of long-term equity awards that encourage long-term value creation for stockholders. Equity compensation tied to long-term performance further aligns senior management and stockholder interests. Equity compensation also focuses management on long-term value creation rather than taking risks to increase short term compensation.

Executive compensation should reflect an appropriate balance between fixed, incentive and equity compensation. Our Compensation Committee believes that executive compensation should be comprised of base salary, incentive compensation (both cash and stock) and long-term equity. This composition results in appropriate levels of fixed and at-risk compensation and encourages achievement of short term and long-term performance metrics.

Executive compensation should be market-competitive. Vital to our continued success and growth is an experienced and dedicated management team. All elements of our compensation program must be competitive within the markets that we compete for talent. Our Compensation Committee strives to provide compensation at levels that will enable us to attract and retain qualified, committed and high-performing executives who are able to successfully manage our Company now and as it grows.

Our executive compensation should have a retention effect. Our executive compensation program should be structured to enable us to retain high-performing executives and avoid unwanted management turnover.

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A significant portion of our compensation consists of long-term equity compensation that has multi-year vesting periods of up to five years.

Compensation should not encourage excessive risk-taking. Our Compensation Committee annually reviews the risks and rewards associated with our compensation program to assure our program appropriately incents our named executive officers to attain corporate financial objectives without encouraging excessive risk-taking.

Additional Compensation Considerations

Our Compensation Committee historically has utilized compensation practices consistent with our compensation philosophy. In addition, the Compensation Committee considers various corporate governance practices when making executive compensation decisions, including the following:

•                   Shareholder Say-on-Pay Vote in 2013. Our Compensation Committee reviews the annual advisory vote on executive compensation when designing our executive compensation program and setting executive compensation levels. With respect to compensation decisions in 2013 (and in 2014), the Compensation Committee considered the say on pay approval by 88% of the votes cast at the 2012 annual meeting of stockholders and 92% of the votes cast at the 2013 annual meeting. The Compensation Committee believes that these vote results, and the increase in the vote approval from 2012 to 2013, confirmed our approach to executive compensation. Our Compensation Committee intends to consider the results from this year, and future advisory votes, on the design and amounts provided under our executive compensation program.

•                   Continued Emphasis on Linking Pay with Performance. Performance-based cash and equity awards constitute a significant portion of the compensation package of our named executive officers. In 2013, we increased the percentage of our Chief Executive Officer’s and Chief Operating Officer’s compensation comprised of performance-based equity awards and decreased the percentage comprised of time-vested equity awards. Approximately, two-thirds of the compensation paid to our Chief Executive Officer and our Chief Operating Officer (excluding retirement benefits) for 2013 (and again in 2014) was performance-based or tied to the value of our common stock.

•                   Continued Use of Total Stockholder Return as External Metric. We believe it is desirable to use both external and internal metrics to measure our corporate performance. For the performance share awards that we granted in 2013 (and again in 2014), we used relative total stockholder return as the external metric to determine if these awards will be earned during the three-year performance period. To balance risk and enhance retention, a two-year vesting period follows the three-year performance period.

•                   No Walk-Away Right Upon a Change-in-Control. We eliminated the “single trigger” provision in the employment agreements with our named executive officers that allowed the executive to resign for any reason within a certain time period following a change-in-control of the Company and receive severance benefits based on a change-in-control event. Our employment agreements with our named executive officers include a “double trigger” provision that requires an involuntary termination of the named executive officer’s employment (including a resignation for good reason) following a change-in-control of the Company before the executive is entitled to receive enhanced severance benefits.

•                   No Tax Gross-ups. Our employment agreements with our named executive officers were amended in 2012 and do not require the Company to pay the executive a tax gross-up in the event the officer incurs an excise tax from severance benefits paid following a change-in-control.

•                   Section 162(m). Section 162(m) of the Internal Revenue Code limits the ability of public companies like ours to deduct for federal income tax purposes certain compensation in excess of $1 million paid to our Chief Executive Officer and other named executive officers. However, this limitation does not apply to amounts are intended to qualify as performance-based compensation. Our short term incentive compensation and performance shares are structured to qualify as performance-based compensation under Section 162(m) of

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our Omnibus Stock and Incentive Plan. Our Compensation Committee strives to structure executive compensation to maximize the deductibility of the compensation for federal income tax purposes whenever possible, but reserves the flexibility to provide non-deductible compensation depending on the circumstances.

•                 Clawback, Anti-Pledging and Anti-Hedging Policies. We have clawback provisions in the employment agreements with our named executive officers that allow us to recover cash bonuses and other incentive compensation under certain circumstances. We have a policy that prohibits our employees, including our named executive officers, from pledging or hedging shares of our Common Stock.

•                   Stock Ownership Guidelines. We maintain stock ownership guidelines for our named executive officers to further align the interests of our named executive officers and our stockholders.

•                   Compensation Risk Assessment. We conduct an annual risk assessment of our executive compensation program to confirm that our program does not encourage our named executive officers to take excessive risks to enhance their compensation.

Compensation Procedures

Role of Management.  In February of each year, Mr. Scudder makes recommendations to the Compensation Committee with respect to the base salaries for that year of the executive officers who report to him and to Mr. Sander. Mr. Scudder and Mr. Sander also review annually the performance of their respective direct reports and determine their individual performance ratings for a particular year. Our Compensation Committee reviews our Chief Executive Officer’s performance and determines his base salary and individual performance rating. The individual performance ratings impact the amount of short term incentive compensation earned by, and time-vested restricted stock that may be granted to, the executive officers. The remaining elements of our executive compensation program are set by the Compensation Committee.

Role of the Compensation Committee.  Each year, our Compensation Committee reviews and approves the compensation philosophy of the Company. The Compensation Committee also reviews and approves each year, subject to the approval of our Board of Directors, the principal elements of the compensation of our Chief Executive Officer, the other named executive officers and the executive officers who report to our Chief Executive Officer and our Chief Operating Officer. Our Compensation Committee considers the recommendations of our Chief Executive Officer when determining the base salary, short term incentive compensation and equity awards for our named executive officers other than himself. In determining executive compensation, our Compensation Committee considers information from the Committee’s compensation consultant, management and publicly-available information about the companies in our peer group.

Compensation Consultant.  The Compensation Committee has retained Deloitte Consulting LLP to serve as its compensation consultant. Deloitte Consulting assists the Compensation Committee with executive compensation program design, ongoing review of our executive compensation program, guidance relating to the mix of cash, equity and incentive compensation as well as the amounts of these elements of compensation to be paid to our executive officers, analysis of market practices for companies in our industry and of our size, assessment of the market competitiveness of our executive compensation program, say-on-pay review and peer group composition. Deloitte Consulting participates in Compensation Committee meetings on request and attended three meetings in 2013.

Deloitte Consulting reports directly to the Compensation Committee, and the Committee must approve all services performed by Deloitte. The Compensation Committee has assessed the independence of Deloitte Consulting and has concluded that Deloitte is independent under applicable NASDAQ requirements.

How We Measure Company Performance

With respect to the short term incentive compensation component of our executive compensation program, early in each year, our Compensation Committee establishes corporate-wide financial targets against which actual performance of the Company is measured for that year. The dominant metric has historically been

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earnings driven and, in 2013, core net income was weighted at 75% of the short term award opportunity. The remaining portion of the 2013 short term award opportunity was tied to asset quality. Payouts of short term compensation are made only if minimum financial performance is attained and are based on the degree to which these performance metrics are achieved. The performance metrics are approved by the Compensation Committee and the Board of Directors at the beginning of the year, and actual goal achievement is certified by the Compensation Committee prior to the payment of earned annual incentives.

For the performance share component of our executive compensation program in 2013, our Compensation Committee selected an external metric (relative total stockholder return) and an internal metric (core return on average tangible common equity) and weighted these metrics equally. With regard to the external metric, the Company’s total stockholder return during a three-year performance period will be compared to total stockholder returns of our peer group for the same period. With respect to the internal metric, the Company’s core return on average tangible common equity for a three-year performance period will be measured against predetermined tangible common equity goals for the same period. Performance shares may be earned based on the level that the metrics are achieved, as approved by the Compensation Committee and the Board of Directors, and if earned, the shares will vest in full following an additional two-year vesting period.

Peer Group

Our Compensation Committee reviews publicly-available information about a group of regional banking companies whose size and business lines are generally similar to ours and uses this information as a reference point when evaluating the elements and amounts of the compensation paid to our Chief Executive Officer and our other named executive officers. We refer to these institutions as our peer group. The Committee does not, however, establish the compensation of our named executive officers using direct comparisons to the peer group. The Committee instead uses peer group data as one of several factors in setting the compensation of our Chief Executive Officer and other named executive officers.

Our peer group is developed with input from Deloitte Consulting and management, and is approved annually by the Compensation Committee. The peer group may be changed from year to year when a company in the peer group has been acquired or if a company’s size or other factors have changed such that the Compensation Committee believes a particular company no longer continues to be representative of the peer group.

For 2013, our peer group consisted of the following 19 companies:

In 2014, management recommended and Deloitte Consulting concurred that our peer group should be modified. At its February 2014 meeting, the Compensation Committee approved the following change to our peer group and, following these changes, our peer group will consist of 22 companies:

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How We Measure Individual Performance

A portion of the short term incentive compensation awards that may be earned by our named executive officers is tied to each officer’s individual performance rating for the year. In addition, the number of shares of time-vested restricted stock awarded in a given year is based on a percentage of the named executive officer’s base salary and his or her individual performance rating.

The determination of a named executive officer’s individual performance rating is based on a review of actions taken or results achieved by the executive and how these actions and results impacted overall corporate performance and achievement of the corporate financial metrics under our short term incentive compensation and performance share programs. A subjective assessment of an executive officer’s leadership and contributions to the Company also may be factors in his or her individual performance rating. Our Compensation Committee determines Mr. Scudder’s individual performance rating, which is approved by our Board of Directors. Mr. Scudder and Mr. Sander determine the individual performance ratings of their respective direct reports.

For 2013, the individual performance ratings of our named executive officers were based substantially on the following:

Michael L. Scudder – Led and carried out the overall management of the Company, including executing the Company’s strategies and achieving financial objectives for the year; oversaw the execution of the Company’s long-term goals and strategies, financial and capital plans, management development and merger and acquisition opportunities.

Mark G. Sander - Led the overall management of First Midwest Bank; oversaw initiatives to continue to diversify and grow our loan portfolio and increase fee income; and oversaw credit activities and administration.

Victor P. Carapella – Managed the overall commercial sales activity and corporate loan portfolio of the Bank; developed and implemented loan strategies, plans and programs to grow and diversify our loan portfolio; coordinated officer recruitment and development; and oversaw administration of the Company’s loan polices in conjunction with the Chief Credit Officer.

Paul F. Clemens – Managed the Company’s financial accounting, reporting and controls as well as the budgeting process of the Company; oversaw the Company’s financial management; and assumed greater responsibility over our treasury function.

Thomas M. Prame - Managed the retail banking operations of the Bank and oversaw the increase in retail lending activity and fee income.

Internal Pay Considerations

Our Compensation Committee believes that our executive compensation programs must be internally consistent and equitable in order for the Company to be able to attract and retain the executive officers necessary to achieve our business and financial objectives and to create a cohesive team atmosphere within the Company. As such, the Committee reviews total compensation and various elements of compensation paid to our Chief Executive Officer in relation to our Chief Operating Officer and to our named executive officers as a group (other

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than our Chief Executive Officer), as well as the median of the relationship of CEO compensation to executive officers within our peer group. The Committee uses this information as a point of reference in its compensation decisions.

Principal Elements of our Executive Compensation Program in 2013

The Compensation Committee approves, subject to approval by our full Board of Directors, the compensation of our Chief Executive Officer and other named executive officers each year. In determining the compensation of our named executive officers other than our Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer. Compensation is determined based on a consideration of each named executive officer’s individual performance, overall performance relative to strategic, financial and leadership objectives, market factors and our views regarding a named executive officer’s scope of job responsibilities, demonstrated leadership abilities and management experience and effectiveness. The principal elements of our executive compensation program are:

•                   Base Salary

•                   Performance-based Short Term Incentive Compensation

•                   Performance-based Equity Awards

•                   Time-Vested Restricted Stock

When setting the total compensation opportunity for our named executive officers, our Compensation Committee uses data available from various sources, including peer group information and advice from Deloitte Consulting. We also consider other relevant factors, such as, internally-established pay ranges based on salary grades of employees.

In 2013, the percentage of total compensation paid to our named executive officers (excluding retirement benefits) was as follows in 2013:

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Base Salary

We pay our named executive officers a base salary as part of a competitive compensation package. Base salary is not directly subject to the achievement of any corporate or individual performance goals. In setting base salary levels, we consider the median salary paid for positions of similar responsibility at the institutions in our peer group as well as the incumbent’s performance and tenure in their role.

Annually, our Chief Executive Officer recommends to the Compensation Committee changes in base salaries for our named executive officers, other than himself. Chief Executive Officer pay is set directly by the Compensation Committee, and the base salaries of all named executive officers, including the Chief Executive Officer, are recommended to our Board for approval. Annual base salary changes generally become effective January 1 except for certain interim-year promotions.

Short Term Incentive Compensation

Our short term incentive compensation program constitutes approximately one-fifth of the total compensation of our named executive officers. Short term incentive compensation is a performance-based program for a one-year time period and is our vehicle for awarding annual cash bonuses to eligible employees, including our named executive officers. Executives may earn a cash bonus based on the achievement of corporate financial objectives and individual performance goals for that year. The short term incentive compensation element of our compensation program encourages our named executive officers to attain predetermined corporate financial goals that the Compensation Committee believes are consistent with the strategies established for the Company.

Cash bonuses under our short term incentive program are expressed as a percentage of a participant’s base salary. Threshold corporate performance must be achieved in order for cash bonuses to be earned and paid under our short term incentive compensation program. Payouts are based on the performance level for the corporate metrics established at the beginning of the fiscal year and an executive’s individual performance rating.

•                   Company Performance.  Annually, the Compensation Committee selects the corporate performance metrics for the fiscal year and the weighting for the metrics selected. Awards for our named executive officers as well as our senior officers are weighted heavier toward company financial performance.

•                   Individual Performance.  Individual performance is based on achievement of objectives that were established for the named executive officer at the beginning of the year and that are specific to the individual’s responsibilities and position within the Company. An annual assessment of each named executive officer’s performance results in an individual performance rating for the officer for the year.

The allocation between Company performance and individual performance and the target award expressed as a percentage of base salary for our named executive officers in 2013 was as follows:

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For the 2013 fiscal year, our short term incentive compensation program included three corporate-wide performance metrics: core net income (weighted at 75%), non-performing assets (weighted at 17%) and performing potential problem loans (weighted at 8%).

The Compensation Committee selected core net income (excluding extraordinary items such as gains or losses on securities) as the dominant performance metric because it encouraged senior management to continue to focus on our core operating performance and is frequently used to assess short term corporate performance by stockholders, the investment community generally and banking regulators. The Compensation Committee chose non-performing assets (excluding troubled debt restructurings) and performing potential problem loans because of the importance and continued emphasis on asset quality at the Company.

The Compensation Committee utilized short term incentive compensation in 2013 in furtherance of the following strategic objectives:

•                   Emphasize profitability of the Company.

•                   Continue to increase our loans and diversify our loan portfolio profitably.

•                   Grow deposits, and maintain our strong core deposit base and low cost of funds.

•                   Continue to diversify our revenues by increasing fee-based revenues.

•                   Continue our progress on credit remediation.

•                   Control expenses while funding strategic initiatives, such as mobile banking.

•                   Maintain our strong capital base.

In 2013, the calculation of the short term incentive compensation payouts allocated to Company performance for our named executive officers was determined as follows: