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):  December 10, 2013

ASSOCIATED BANC-CORP

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 Main Street

        Green Bay, Wisconsin  54301        

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (920) 491-7000

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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On December 10, 2013, the Board of Directors of Associated Banc-Corp (the “Company”) increased the size of the Board from 11 to 12 directors and appointed Cory L. Nettles to fill the resulting vacancy.  The Board has not determined committee appointments for Mr. Nettles.  There were no arrangements or understandings between the Company and Mr. Nettles pursuant to which he was selected as a director, and he does not have any relationship or transactions with the Company required to be disclosed under Item 404(a) of Regulation S-K.  Other than the compensation payable to non-employee directors of the Company as described in the Company’s proxy statement for the 2013 Annual Meeting of Shareholders, Mr. Nettles is not a party to any plans, contracts or arrangements involving grants or awards by the Company.

Item 8.01

Other Events.

On December 10, 2013, the Company issued a press release announcing the appointment of Mr. Nettles to the Board.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.  

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release dated December 10, 2013.

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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.

	ASSOCIATED BANC-CORP
Dated:  December 10, 2013	By:  /s/ Randall J. Erickson
	Randall J. Erickson Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number
99.1	Press Release dated December 10, 2013.

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EX-99.1

	Exhibit 99.1
	NEWS RELEASE Investor Contact: Brian Klaus, Director of Investor Relations 920-491-7059 Media Contact: Cliff Bowers, Director of Public Relations 920-491-7542

Cory Nettles Joins Associated Board

GREEN BAY, Wis. –– December 10, 2013 –– Associated Banc-Corp (NASDAQ:ASBC) today announced that Cory L. Nettles has been appointed to Associated’s Board of Directors.

Mr. Cory L. Nettles, 43, is the Founder and Managing Director of Generation Growth Capital Inc., a private equity fund.  Mr. Nettles is also Of Counsel to the law firm of Quarles & Brady LLP.  Mr. Nettles served as the Secretary of the Wisconsin Department of Commerce from 2002 to 2004.  Mr. Nettles also serves on the boards of Weyco Group, Inc. (NASDAQ:WEYS), Robert W. Baird’s Baird Funds, Inc. and several nonprofit organizations, including the Medical College of Wisconsin, the Greater Milwaukee Foundation, and the University of Wisconsin Foundation.

“Cory has an outstanding business background, and we are delighted to have him join our board,” said Associated’s Chairman, William R. Hutchinson. “We think Cory will bring great value to our board, our company, and our shareholders,” added Associated’s President and Chief Executive Officer, Philip B. Flynn.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NASDAQ: ASBC) has total assets of $24 billion and is one of the top 50, publicly traded, U.S. bank holding companies.  Headquartered in Green Bay, Wis., Associated is a leading Midwest banking franchise, offering a full range of financial products and services through approximately 240 banking locations serving more than 150 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC.  More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.  This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties.  Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference.

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