TLMR Talmer Bancorp, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 21, 2014

Talmer Bancorp, Inc.

(Exact name of registrant as specified in its charter)

(248) 498-2802

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2014, Wilbur L. Ross, Jr. resigned as a director of Talmer Bancorp, Inc. (the “Company”) and its subsidiary, Talmer Bank and Trust (the “Bank”).   Mr. Ross resigned from the Company’s and the Bank’s Boards of Directors following his recent appointment to serve as Vice Chairman of Bank of Cyprus, as a result of new regulatory restrictions in the European Union which limit the number of directorships a bank officer may hold.  Mr. Ross’ decision did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Ross served as the director representative for WLR Recovery Fund IV, L.P. and WLR IV Parallel ESC, L.P. (the “WL Ross Funds”) under the Stock Subscription Agreement entered into between the Company and the WL Ross Funds dated March 29, 2010, as amended (the “Subscription Agreement”), which provides the WL Ross Funds the right to designate one representative to the Company’s and Bank’s Boards of Directors.  The Company’s Board of Directors is scheduled to meet in December 2014 to address the vacancy resulting from Mr. Ross’ resignation.  Pursuant to the Subscription Agreement, the WL Ross Funds intend to designate Denny Kim as their new director representative at that time.  Mr. Kim is a Vice President at WL Ross & Co. LLC and has worked closely with our team since the WL Ross Funds’ initial investment in the Company.

A press release regarding Mr. Ross’ resignation is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01  Other Events.

Under the Subscription Agreement, the WL Ross Funds also have the right to appoint one non-voting observer to attend all meetings of the Company’s and the Bank’s Boards of Directors. Following Mr. Ross’ resignation from the Company’s and the Bank’s Boards of Directors, the WL Ross Funds appointed Mr. Ross to serve as the non-voting observer.

Item 9.01  Financial Statements and Exhibits.

(d)                                 Exhibits

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Exhibit 99.1

2301 W. Big Beaver RoadŸ Suite 525 Ÿ Troy, MI 48084 Ÿ 248.649.2301 Ÿ www.talmerbank.com

FOR IMMEDIATE RELEASE

Talmer Bancorp, Inc.

Board of Directors Announcement

Troy, Mich. (November 21, 2014) — (NASDAQ TLMR) Talmer Bancorp, Inc. announced today that Wilbur L. Ross, Jr. has resigned from its Board of Directors.  Talmer’s Board is scheduled to meet in December 2014 to address the vacancy resulting from Mr. Ross’ resignation.  WL Ross & Co. intends to nominate Denny Kim to the Board at that time.

Mr. Kim is a Vice President at WL Ross & Co and has worked closely with the Talmer team since WL Ross & Co’s initial investment in the Company.  Mr. Kim would replace Mr. Ross who has served on the Talmer’s Board since 2010.

“It has been an honor and privilege to have Mr. Ross as an active Board member but we have every confidence that upon official appointment, Mr. Kim will carry forward the valued contributions we have come to expect from Mr. Ross and WL Ross & Co.,” said Gary Torgow, Chairman of Talmer Bancorp, Inc.

Mr. Ross resigned from the Board due to regulatory restrictions in the European Union which limit the number of directorships a bank officer may hold.  Mr. Ross was recently appointed Vice Chairman of the Bank of Cyprus following a recent investment by WL Ross & Co.  “I regret having to resign from the Board of Talmer Bancorp, along with several other companies with whom I have worked closely, but I am pleased to recommend Denny to the Board, and I am fully confident in his ability to contribute to Talmer’s continued success.  WL Ross & Co and its affiliates remain a major shareholder of Talmer and I will continue to be engaged with this well-managed Company,” said Mr. Ross.

Mr. Kim joined WL Ross & Co. in 2010 and is primarily responsible for investments in financial services companies. Prior to joining WL Ross & Co., Mr. Kim worked at J.C. Flowers & Co., a private equity firm focused exclusively on the financial services sector. Mr. Kim began his career in Credit Suisse First Boston’s Investment Banking Division, where he advised on mergers, acquisitions and capital raising initiatives for financial institutions. Mr. Kim holds an M.B.A. from the Tuck School of Business at Dartmouth and a B.A. from Northwestern University.

About Talmer Bancorp, Inc.

Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank.  These banks, operating through branches and lending offices in Michigan, Ohio, Indiana, Maryland, Nevada, and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals. For more information, please visit www.talmerbank.com.

For further information, contact:

Angela Spencer Ford

MultiConnect

248.331-1147 Office

aford@multiconnectmarketing.com