Associated Banc-Corp 6.625% Fixed-Rate Reset Subordinated Note filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) |
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
| Registrant’s telephone number, including area code | ( |
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 29, 2025, Associated Banc-Corp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Associated Banc-Corp 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the granting of the following types of awards to the Company’s non-employee directors and executive officers, employees and consultants:
| · | Restricted Stock Awards; |
| · | Restricted Stock Units (time- and performance-based); |
| · | Stock Options (non-qualified and incentive stock options); |
| · | Stock Appreciations Rights; and |
| · | Dividend Equivalent Units. |
A more detailed description of the terms of the 2025 Plan is included in the Company’s Proxy Statement on Schedule 14A on March 17, 2025, as supplemented, relating to the Annual Meeting (the “Proxy Statement”), and the foregoing description of the 2025 Plan is qualified in its entirety be reference to the 2025 Plan attached as Appendix A to the Proxy Statement, which is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
| (1) | Election of the below-named nominees to the Board of Directors of the Company: |
| Nominee |
Number of Votes FOR |
Number of Votes Withheld |
Broker Non- Votes | |||
| R. Jay Gerken | 133,700,025 | 974,197 | 12,567,797 | |||
| Judith P. Greffin | 134,075,158 | 599,064 | 12,567,797 | |||
| Michael J. Haddad | 134,134,166 | 540,056 | 12,567,797 | |||
| Andrew J. Harmening | 133,687,759 | 986,463 | 12,567,797 | |||
| Robert A. Jeffe | 132,253,807 | 2,420,415 | 12,567,797 | |||
| Rodney Jones-Tyson | 134,083,570 | 590,652 | 12,567,797 | |||
| Eileen A. Kamerick | 128,250,898 | 6,423,324 | 12,567,797 | |||
| Gale E. Klappa | 133,579,332 | 1,094,890 | 12,567,797 | |||
| Kristen M. Ludgate | 134,106,481 | 567,741 | 12,567,797 | |||
| Cory L. Nettles | 132,929,059 | 1,745,163 | 12,567,797 | |||
| Owen J. Sullivan | 134,089,274 | 584,948 | 12,567,797 | |||
| Karen T. van Lith | 132,434,523 | 2,239,699 | 12,567,797 | |||
| John (Jay) B. Williams | 133,191,750 | 1,482,472 | 12,567,797 |
Each of the nominees was elected by the Company’s shareholders.
| (2) | Approval of the Associated Banc-Corp 2025 Equity Incentive Plan: |
| Number
of Votes FOR |
Number of Votes Against |
Withheld/Abstentions | Broker Non-Votes | |||
| 129,327,463 | 4,551,833 | 794,920 | 12,567,797 |
The matter was approved by the Company’s shareholders.
| 2 |
| (3) | Advisory approval of Associated Banc-Corp’s named executive officer compensation: |
| Number
of Votes FOR |
Number of Votes Against |
Withheld/Abstentions | Broker Non-Votes | |||
| 130,461,726 | 3,355,462 | 857,034 | 12,567,797 |
This matter was approved by the Company’s shareholders.
| (4) | Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025: |
| Number
of Votes FOR |
Number of Votes Against |
Withheld/Abstentions | Broker Non-Votes | |||
| 144,786,782 | 2,121,163 | 334,074 | 0 |
This matter was approved by the Company’s shareholders.
Item 8.01. Other Events.
On April 29, 2025, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.
The press release issued by the Company on April 29, 2025, relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated April 29, 2025 |
| 104 | Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL document |
| 3 |
| 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. | |
| Associated Banc-Corp | |
| (Registrant) | |
| Date: May 2, 2025 | By: /s/ Randall J. Erickson |
| Randall J. Erickson | |
| Executive Vice President, General Counsel and Corporate Secretary | |
| 4 |