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
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Date of Report (Date of earliest event reported): January 21, 2020
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Horizon Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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Indiana
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000-10792
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35-1562417
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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515 FRANKLIN STREET, MICHIGAN CITY, Indiana
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46360
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(Address of principal executive offices)
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(Zip Code)
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(219)
879-0211
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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HBNC
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The Nasdaq Stock Market LLC
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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 January 21, 2020, the Board of Directors of Horizon Bancorp, Inc. (“Horizon”) elected Julie Scheck Freigang to the Horizon Board of Directors, effective January 21, 2020. The Board was acting upon the recommendation of its Corporate
Governance and Nominating Committee, a committee comprised of all independent directors. Ms. Scheck Freigang has served on the Board of Directors of Horizon Bank, Horizon’s wholly owned banking subsidiary, since January 15, 2019, and she will
continue to serve in that role as well.
Ms. Scheck Freigang is the Vice President and Chief Information Officer for Franklin Electric
Co., Inc. (NASDAQ: FELE) headquartered in Fort Wayne, Indiana, where she oversees the company’s information technology across 110 locations in 21 countries.
As a member of the Board of Directors of Horizon, Ms. Scheck Freigang will serve on the Audit
Committee. She will also continue to serve on the Asset Liability and Operations Committee of Horizon Bank.
As a result of her election to the Horizon Board of Directors, Ms. Scheck Freigang will be
entitled to receive the standard director compensation previously established by the Compensation Committee of Horizon’s Board of Directors and generally offered to other non-employee directors, as further described in Horizon’s proxy statement filed
with the Securities and Exchange Commission on March 15, 2019. Directors, including Ms. Scheck Freigang, are also entitled to participate in the Amended and Restated 2005 Directors’ Deferred Compensation Plan. This deferred compensation plan allows
non-employee directors to elect to defer the receipt of fees for their services.
Other than being eligible to receive such director compensation and to participate in the
deferred compensation plan, Ms. Scheck Freigang did not enter into any material plan, contract, or arrangement in connection with her appointment as a director, and she is not a party to any transaction with Horizon that would require disclosure
under Item 404(a) of SEC Regulation S-K.
Additional information about the appointment of Ms. Scheck Freigang to the Horizon Board of
Directors is included in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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EXHIBIT INDEX
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Exhibit No.
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Description
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Location
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99.1
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Attached
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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.
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Date: January 22, 2020
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HORIZON BANCORP, INC.
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By
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/s/ Mark E. Secor |
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Mark E. Secor,
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Executive Vice President & Chief Financial Officer
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