Horizon Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HBNC
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 2, 2024
(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, including zip code)
(219 ) 879-0211
(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:
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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting Voting Results
On May 2, 2024, Horizon Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders. Only holders of the Company's common stock at the close of business on March 1, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 44,111,174 shares of common stock entitled to vote. A total of 35,009,727 shares of common stock (79.37%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
The Company's shareholders voted on four proposals at the annual meeting. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 18, 20224. The final results of the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors
The Company's shareholders elected three directors to the Board of Directors to serve for three–year terms until the 2027 annual meeting of shareholders. The votes regarding this proposal were as follows:
| For | Withhold | Broker Non–Votes | ||||||||||||||||||
| Lawrence E. Burnell | 26,558,957 | 1,249,352 | 7,201,418 | |||||||||||||||||
| Julie S. Freigang | 26,333,972 | 1,474,337 | 7,201,418 | |||||||||||||||||
| Thomas M. Prame | 27,272,947 | 535,362 | 7,201,418 | |||||||||||||||||
Proposal 2: Advisory Vote to Approve Executive Compensation
The Company's shareholders voted to approve the compensation of the Company's named executive officers, as disclosed in the proxy statement. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non–Votes | |||||||||||||||||
| 26,394,544 | 955,902 | 457,863 | 7,201,418 | |||||||||||||||||
Proposal 3: Advisory Vote on Frequency of Advisory Vote to Approve Executive Compensation
The Company's shareholders voted in favor of the holding an advisory vote on the frequency of the advisory vote to approve executive compensation of the Company's named executive officers annually, as disclosed in the proxy statement. The votes regarding this proposal were as follows:
| For 1 Year | For 2 Years | For 3 Years | Abstain | |||||||||||||||||
| 25,305,220 | 275,906 | 1,856,437 | 370,744 | |||||||||||||||||
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Proposal 4: Ratification of Independent Auditors
The Company's shareholders voted to approve the ratification of the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for 2024. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non–Votes | |||||||||||||||||
| 34,448,181 | 361,505 | 200,040 | 7,201,418 | |||||||||||||||||
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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.
| Date: | May 3, 2024 | HORIZON BANCORP, INC. | |||||||||
| By: | /s/ Mark E. Secor | ||||||||||
| Mark E. Secor, | |||||||||||
| Executive Vice President & Chief Financial Officer | |||||||||||
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