8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 29, 2024

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation)

001-15877		35-1547518
(Commission File Number)		(IRS Employer Identification No.)
711 Main Street
Jasper,	Indiana	47546
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314

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:

[☐]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 [☐]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	GABC	NASDAQ Global Select Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) German American Bancorp, Inc. (the “Company”) held its annual meeting of shareholders on April 29, 2024.

(b) At the close of business on March 8, 2024, the record date for the annual meeting, 29,584,709 of the Company’s common shares were issued and outstanding. Matters voted upon at the annual meeting were as follows:

1.Election of four (4) directors to serve until the 2027 annual meeting of shareholders;

2.Approval, on an advisory basis, of the compensation of the Company’s executive officers named in the compensation disclosures in the annual meeting proxy statement; and

3.Approval, on an advisory basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The final results of the votes taken at the annual meeting were as follows:

Proposal 1 – Election of four (4) directors to serve until the 2027 annual meeting of shareholders:

Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
Marc D. Fine	17,195,675	1,731,257	5,186,073
Jason M. Kelly	17,643,685	1,283,247	5,186,073
Christina M. Ryan	18,616,504	310,429	5,186,073
Tyson J. Wagler	18,637,772	289,161	5,186,073

Each director nominee was elected to the Company’s Board of Directors by a plurality of the votes cast among all nominees.

Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s executive officers named in the compensation disclosures in the annual meeting proxy statement:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
18,128,479	463,299	335,155	5,186,073

The compensation of the Company’s named executive officers was approved by a majority of the votes cast.

Proposal 3 – Approval, on an advisory basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024:

Votes For	Votes Against	Votes Abstained
23,500,273	334,110	278,623

The appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2024 was approved by a majority of the votes cast.

(c) Not applicable.

(d) Not applicable.

* * * * * *

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 1, 2024	By:	GERMAN AMERICAN BANCORP, INC.   /s/ D Neil Dauby
		D Neil Dauby, Chairman and Chief Executive Officer

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Cover page	Apr. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 29, 2024
Entity Registrant Name	GERMAN AMERICAN BANCORP, INC.
Entity Incorporation, State or Country Code	IN
Entity File Number	001-15877
Entity Tax Identification Number	35-1547518
Entity Address, Address Line One	711 Main Street
Entity Address, City or Town	Jasper,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47546
City Area Code	812
Local Phone Number	482-1314
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	GABC
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000714395
Current Fiscal Year End Date