8-K 1 form8k.htm FORM 8-K FORM 8-K



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)

April 30,  2019


                                                                            Associated Banc-Corp                                                                      

(Exact name of registrant as specified in its chapter)



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)

(Zip code)


Registrant’s telephone number, including area code

920-491-7500



(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))


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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On April 30, 2019, the Board of Directors of Associated Banc-Corp (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”).


The amendments to the Bylaws:


·

Created the position of the Vice Chairman of the Board of Directors;

·

Created the position of Chairman Emeritus of the Board of Directors;

·

Formally separated the positions of Chairman of the Board and Chief Executive Officer;

·

Created the position of Treasurer, which was formerly a designee of the Chief Financial Officer; and

·

Provided for certain other conforming and administrative amendments.


A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.1.


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


The results of the matters submitted to a shareholder vote at the 2019 Annual Meeting of Shareholders of the Company held on April 30, 2019 were as follows:


(1)

Election of the below-named nominees to the Board of Directors of the Company:

Nominee


Number of

Votes

FOR


Number of

Votes

Withheld




Broker Non-Votes

John F. Bergstrom


122,041,497


1,890,485


19,872,052

Michael T. Crowley, Jr.


122,566,835


1,365,147


19,872,052

Philip B. Flynn


122,830,787


1,101,195


19,872,052

R. Jay Gerken


123,057,928


874,054


19,872,052

Judith P. Greffin


123,027,687


904,295


19,872,052

Michael J. Haddad


123,145,524


786,458


19,872,052

William R. Hutchinson


122,561,568


1,370,414


19,872,052

Robert A. Jeffe


122,993,275


938,707


19,872,052

Eileen A. Kamerick


121,116,703


2,815,279


19,872,052

Gale E. Klappa


119,111,940


4,820,042


19,872,052

Richard T. Lommen


120,961,559


2,970,423


19,872,052

Cory L. Nettles


122,467,076


1,464,906


19,872,052

Karen T. van Lith


121,667,621


2,264,361


19,872,052

John (Jay) B. Williams


123,154,983


776,999


19,872,052


Each of the nominees was elected.









(2)

Advisory approval of the Company’s named executive officer compensation:


Number of Votes

FOR



Number of Votes
Against




Withheld/Abstentions




Broker Non-Votes

116,223,737


6,848,434


859,811


19,872,052








This matter was approved by the Company’s shareholders.










2


(3)

Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019:


Number of Votes FOR



Number of Votes Against




Withheld/Abstentions




Broker Non-Votes

139,937,691


3,486,070


380,273


0








This matter was ratified by the Company’s shareholders.



Item 8.01.

Other Events.


On April 30, 2019, the Board declared a dividend on the Company’s outstanding common stock, outstanding 6.125% Perpetual Preferred Stock, Series C Depositary Shares, outstanding 5.375% Preferred Stock, Series D Depositary Shares, and outstanding 5.875% Preferred Stock, Series E Depositary Shares.  


The press release containing this information is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.


(d)

Exhibits


3.1

Amended and Restated Bylaws of Associated Banc-Corp

99.1

Press Release dated April 30, 2019




3


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

 

(Registrant)

 

 

 

 

Date:  May 1, 2019

By:   /s/ Randall J. Erickson

 

Randall J. Erickson

 

Executive Vice President, General Counsel and


Corporate Secretary




4