Old Second Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
I
United States
Securities And Exchange Commission
Washington, D.C. 20549
FORM
Current Report
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Item 5.07. Submission of Matters to a Vote of Security Holders
On May 20, 2025, Old Second Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 45,047,151 shares of common stock eligible to vote at the Annual Meeting, 37,762,473 shares were represented in person or by proxy, representing approximately 83.83% of the outstanding shares. At the Annual Meeting, the stockholders elected Edward Bonifas, Gary Collins, Keith Kotche, and Jill York as Class III directors to serve a term expiring in 2028, and voted on the five additional proposals listed below. Further detail on each of the matters voted on by the stockholders is available in the Company’s Definitive Proxy Statement.
The final results of voting on each of the matters submitted to a vote of common stockholders during the Annual Meeting are as follows:
| 1) | Election of four Class III directors to serve a three-year term expiring in 2028 and until their respective successors are duly elected and qualified: |
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2) | A non-binding, advisory vote, to approve the compensation of our named executive officers (the “say-on-pay” vote): |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
31,418,805 | 2,029,024 | 754,027 | 3,560,617 |
| 3) | A proposal to adopt an amendment to our Restated Certificate of Incorporation, as amended, to increase our authorized shares of common stock from 60,000,000 shares, par value $1.00 per share, to 120,000,000, par value $1.00 per share. |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
36,568,142 | 1,015,759 | 178,572 | 0 |
| 4) | A proposal to approve the Old Second Bancorp, Inc. 2019 Equity Incentive Plan, as amended and restated, to increase the number of shares of common stock authorized for issuance under the plan by 800,000 shares, from 1,800,000 shares to 2,600,000 shares. |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
31,163,273 | 2,858,538 | 180,045 | 3,560,617 |
| 5) | A proposal to approve, in a non-advisory vote, of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. |
Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes |
31,004,549 | 117,416 | 2,330,776 | 749,115 | 3,560,617 |
| 6) | A proposal to ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ended December 31, 2025: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
36,856,243 | 802,210 | 104,020 | 0 |
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.
OLD SECOND BANCORP, INC. | ||
Dated: May 20, 2025 | By: | /s/ Bradley S. Adams |
Bradley S. Adams | ||
Executive Vice President, | ||
Chief Operating Officer and | ||
Chief Financial Officer | ||