UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Executive Officer Appointments. Effective January 1, 2022, Vicki L. Schuler was appointed Principal Accounting Officer of German American Bancorp, Inc. (the “Company”). Ms. Schuler replaces Bradley M. Rust in that role. As reported in July 2021, Mr. Rust was appointed to the additional position of Chief Operating Officer of the Company, which became effective as of January 1, 2022. At the time of such appointment, Mr. Rust served as the Company’s Senior Executive Vice President and Chief Financial Officer, which offices he continues to hold.
Ms. Schuler, age 47, joined the Company’s banking subsidiary, German American Bank (the “Bank”), in 2000, holding various positions in the accounting department of the Company and the Bank. Since July 2016, Ms. Schuler has served as the Company’s Senior Vice President and Controller.
Other than Ms. Schuler’s participation in the Company’s executive management incentive plans (which plans are described in the Company’s 2021 Proxy Statement), in connection with her appointment: (i) there are no arrangements or understandings between Ms. Schuler and any other person; (ii) no material plan, contract or arrangement has been entered into with Ms. Schuler, and no such plan, contract or arrangement with her has been materially amended; and (iii) no grant of any award to Ms. Schuler or modification of an existing award has been made. Moreover, Ms. Schuler has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, Ms. Schuler does not have a direct or an indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.
The above-described appointments of Mr. Rust and Ms. Schuler are related to the implementation of the Company’s previously announced executive succession plan. Specifically, as reported in July 2021, the Company’s Board of Directors appointed: (a) Mark A. Schroeder as Executive Chairman of the Company; (b) D. Neil Dauby as the Company’s President and Chief Executive Officer; and (c) as described above, Mr. Rust as the Company’s Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer, all of which appointments became effective January 1, 2022.
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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.
| GERMAN AMERICAN BANCORP, INC. | ||
| Date: January 6, 2022 | By: | /s/ D. Neil Dauby |
| D. Neil Dauby, President and Chief Executive Officer | ||