Old National Bancorp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ONB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 14, 2025
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OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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(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: (773 ) 765-7675
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(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 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously disclosed in the Current Report on Form 8-K filed by Old National Bancorp (the “Company”) with the Securities and Exchange Commission on May 1, 2025, and in connection with the closing of the merger of Bremer Financial Corporation with and into the Company, Daniel C. Reardon was appointed to the Board of Directors (the “Board”) of the Company effective as of May 1, 2025. Mr. Reardon will serve a term on the Board expiring at the Company’s 2026 annual meeting of shareholders and until his successor is elected and qualified. Mr. Reardon will serve on the Board in accordance with Old National’s corporate governance guidelines and standards.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders considered three matters, each of which is described more fully in the proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 4, 2025. A total of 291,304,585 shares of the Company’s outstanding common stock were present in person or by proxy at the Annual Meeting, representing approximately 91% of the Company’s total outstanding shares of common stock entitled to vote as of March 20, 2025, the record date of the Annual Meeting.
The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter submitted to a vote at the Annual Meeting are set forth below.
Item 1 – Election of Directors. All of the nominees for election to the Company’s Board of Directors were elected upon the following votes, to serve for a one-year term expiring at the Company’s 2026 annual meeting of shareholders and until their successors are elected and qualified:
| Director Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Barbara A. Boigegrain | 263,108,219 | 2,187,955 | 26,008,411 | ||||||||
| Thomas L. Brown | 263,354,785 | 1,941,389 | 26,008,411 | ||||||||
| Kathryn J. Hayley | 262,848,890 | 2,447,284 | 26,008,411 | ||||||||
| Peter J. Henseler | 263,267,298 | 2,028,876 | 26,008,411 | ||||||||
| Daniel S. Hermann | 262,348,137 | 2,948,037 | 26,008,411 | ||||||||
| Ryan C. Kitchell | 263,122,765 | 2,173,409 | 26,008,411 | ||||||||
| Austin M. Ramirez | 263,161,900 | 2,134,274 | 26,008,411 | ||||||||
| Ellen A. Rudnick | 263,065,668 | 2,230,506 | 26,008,411 | ||||||||
| James C. Ryan, III | 261,292,480 | 4,003,694 | 26,008,411 | ||||||||
| Thomas E. Salmon | 263,288,812 | 2,007,362 | 26,008,411 | ||||||||
| Rebecca S. Skillman | 261,532,807 | 3,763,367 | 26,008,411 | ||||||||
| Michael J. Small | 263,292,221 | 2,003,953 | 26,008,411 | ||||||||
| Derrick J. Stewart | 263,189,614 | 2,106,560 | 26,008,411 | ||||||||
| Stephen C. Van Arsdell | 263,057,777 | 2,238,397 | 26,008,411 | ||||||||
| Katherine E. White | 263,188,570 | 2,107,604 | 26,008,411 | ||||||||
Item 2 – Advisory Proposal on the Compensation of Our Named Executive Officers. The non-binding advisory proposal on the compensation paid to our named executive officers was approved upon the following votes:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 238,432,348 | 17,656,728 | 4,680,755 | 26,008,411 | ||||||||
Item 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified upon the following votes:
| For | Against | Abstentions | ||||||
| 286,352,720 | 235,662 | 189,860 | ||||||
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SIGNATURE
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 19, 2025
OLD NATIONAL BANCORP
By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary
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