0001415889-12-001770.txt : 20121126 0001415889-12-001770.hdr.sgml : 20121126 20121126131512 ACCESSION NUMBER: 0001415889-12-001770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121126 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121126 DATE AS OF CHANGE: 20121126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMAN AMERICAN BANCORP, INC. CENTRAL INDEX KEY: 0000714395 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351547518 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15877 FILM NUMBER: 121223889 BUSINESS ADDRESS: STREET 1: 711 MAIN ST STREET 2: P O BOX 810 CITY: JASPER STATE: IN ZIP: 47546 BUSINESS PHONE: 8124821314 MAIL ADDRESS: STREET 1: 711 MAIN STREET CITY: JASPER STATE: IN ZIP: 47546 FORMER COMPANY: FORMER CONFORMED NAME: GERMAN AMERICAN BANCORP DATE OF NAME CHANGE: 19950510 FORMER COMPANY: FORMER CONFORMED NAME: GAB BANCORP DATE OF NAME CHANGE: 19950510 8-K 1 form8k-11262012_101104.htm

UNITED STATES 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


Date of report (date of earliest event reported):

 November 26, 2012


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, Box 810

        Jasper, Indiana

47546

 (Address of Principal Executive Offices)

         (Zip Code)


(812) 482-1314

(Registrant’s Telephone Number, Including Area Code)


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 (see General Instruction A.2. below):


[  ] 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))




 

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.  


On November 26, 2012, German American Bancorp, Inc., announced that its Board of Directors had elected M. Darren Root to the Board of Directors of the Company and of its bank subsidiary.  Mr. Root’s term as a Director of the Company will commence January 1, 2103, and continue until the annual meeting of shareholders in 2014, and until his successor is elected and has qualified.  


In order to create a vacancy on the Company’s Board of Directors for Mr. Root, the Board increased its size from 11 to 12 members and allocated the vacant seat to the class of directors that has terms expiring at the annual meeting of shareholders to be held in the year 2014.


The Board has determined that Mr. Root has no relationship to the Company or its officers or directors that, in the opinion of the Board, would interfere with the exercise of his duties as a director, and that Mr. Root is therefore independent for purposes of the application of the Board independence standards established by rules of NASDAQ.


The Board also appointed Mr. Root to be a new member, also effective January 1, 2013, of the Audit Committee of the Board of the Company and the audit committee of the board of directors of its bank subsidiary.


German American Bancorp issued a press release announcing the election of Mr. Root on November 26, 2012, which is filed as Exhibit 99.1 to this Report, and is incorporated herein by reference.


Item 9.01.

Financial Statements And Exhibits.


(c)

Exhibits


99.1

Press Release, dated November 26, 2012.
















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.


GERMAN AMERICAN BANCORP, INC.


Date:   November 26, 2012

By:  /s/ Mark A. Schroeder

       Mark A. Schroeder, Chairman and CEO







 EX-99 2 ex99-11262012_101105.htm [draft press release re Tom Seger appointment]

GERMAN AMERICAN BANCORP, INC.


NEWS RELEASE


For additional information, contact:

Mark A Schroeder, Chief Executive Officer of German American Bancorp, Inc.

Bradley M Rust, Executive Vice President/CFO of German American Bancorp, Inc.

(812) 482-1314




GERMAN AMERICAN ANNOUNCES ELECTION OF M. DARREN ROOT TO ITS BOARD of DIRECTORS



JASPER, Indiana, November 26, 2012 — German American Bancorp, Inc. (NASDAQ:GABC) today announced that M. Darren Root has been appointed to its board of directors, effective January 1, 2013.  Mr. Root has also been appointed to the Audit Committee of the board of directors, and to the board of directors (and audit committee) of the company’s bank subsidiary.


Mr. Root, age 52, president and founding member of Root & Associates LLC, a Bloomington, Indiana-based accounting firm, has more than 25 years of practical tax and accounting experience.  His forward thinking has kept his firm at the forefront of the profession--applying leading technologies and best practices that support a highly efficient and streamlined accounting practice.  Mr. Root is also CEO of RootWorks LLC, a membership-based consulting firm dedicated to educating small and mid-size accounting firms on technology, practice management, marketing, branding and more.


Darren co-authored The E-Myth Accountant with business guru Michael Gerber and was named to the Tax and Accounting Profession’s “Top 25 Most Influential Thought Leaders” list in 2011, 2012 and 2013.  In a 2012 survey of local businesses, he was named as “The Most Trusted CPA” in Bloomington, and for the past several years, Root & Associates LLC has earned first place for “Best CPA Firm” in the Bloomington Herald Times Readers’ Choice awards program. He serves as Executive Editor of CPA Practice Advisor, is a regular guest lecturer at Indiana University’s Kelley School of Business, and for the past 20 years has held the position of Director of Finance at Sherwood Oaks Christian Church of Bloomington.


U. Butch Klem, Lead Director and Chair of the Governance/Nominating Committee of the German American board of directors, commented on the appointment, “The entire board is very pleased to have Darren join our Board.  His knowledge base in the areas of accounting, audit, finance, and technology will enhance our Board as we continue to grow German American’s footprint throughout Southern Indiana.   His breadth of knowledge as a certified public accountant and certified information technology professional is an extremely valuable asset for our Company and for our Board.  We are looking forward to Darren’s insights in helping us build value for our shareholders.”


In making the announcement, Mark A. Schroeder, Chairman & CEO, stated, “German American is truly very fortunate to have someone of Darren’s caliber join our board of directors.  In addition to his tremendous knowledge of accounting, audit, and technology matters, he also brings to our board a depth of knowledge of the Bloomington, Indiana market area.  The Bloomington market continues to grow in importance for our Company, and having someone with his knowledge of marketplace activities and growth opportunities on the board will provide excellent guidance and direction for both board members and management.”  


Mr. Root stated, “As German American has expanded its footprint throughout Southern Indiana, they have earned a reputation as a relationship-oriented, community-based financial institution with the size and sophistication to serve both businesses and consumers.  With over 100 years of commitment to the communities it serves, German American has a proven business model and strategy focused on taking care of clients.  This approach to doing business has served to strengthen shareholder value.”


Mr. Root holds CPA, CITP (Certified Information Technology Professional), and CGMA (Chartered Global Management Accountant) credentials.  He is a former American Institute of Certified Public Accountants CITP Credential Committee Board member, and has served on the Board of Directors for the Indiana CPA Society.


Mr. Root has served since July 2011 on German American’s Regional Advisory Board for the Bloomington and Bedford, Indiana markets.  Other local business professionals serving on that Advisory Board include Tom Browne of Huse, Inc., Sandy DeWeese with IU Health-Southern Indiana Physicians, Tim Henke of Renaissance Rentals, Dr. Monika Kroener with Indiana University Kelly School of Business, and David Henson, Regional President of German American.



ABOUT GERMAN AMERICAN

 

German American Bancorp, Inc. is a NASDAQ-traded (symbol GABC) $1.9 billion dollar holding company headquartered in Jasper, Indiana. German American, through its banking subsidiary German American Bancorp, operates 34 retail banking offices and serves 13 counties in Southern Indiana. The Company also owns a trust, brokerage, and financial planning subsidiary (German American Financial Advisors & Trust Company) and a full line property and casualty insurance agency (German American Insurance, Inc.).