UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
Associated Banc-Corp 2020 Incentive Compensation Plan
At the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Associated Banc-Corp (the “Company”) held on April 28, 2020, the Company’s shareholders approved the Associated Banc-Corp 2020 Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan provides for the following types of awards to the Company’s executive officers, employees, consultants and non-employee directors:
options (non-qualified and incentive stock options);
stock appreciation rights;
restricted stock;
restricted stock units;
deferred stock;
performance units;
annual incentive awards; and
shares.
Under the 2020 Plan, the maximum number of shares that may be issued is 15,967,893 shares of common stock, which includes shares of common stock that remain available under the Company’s predecessor plans.
The foregoing description of the 2020 Plan is qualified in its entirety by reference to the 2020 Plan attached as Appendix A to the Proxy Statement on Schedule 14A filed March 13, 2020, as supplemented, in connection with the Annual Meeting, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The results of the matters submitted to a shareholder vote at the 2020 Annual Meeting of Shareholders of the Company held on April 28, 2020 were as follows: | ||||||
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(1)Election of the below-named nominees to the Board of Directors of the Company: | ||||||
Nominee |
| Number of Votes FOR |
| Number of Votes Withheld |
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Broker Non-Votes |
John F. Bergstrom |
| 115,328,578 |
| 3,642,701 |
| 15,731,357 |
Michael T. Crowley, Jr. |
| 117,829,654 |
| 1,141,625 |
| 15,731,357 |
Philip B. Flynn |
| 117,168,022 |
| 1,803,257 |
| 15,731,357 |
R. Jay Gerken |
| 117,810,356 |
| 1,160,923 |
| 15,731,357 |
Judith P. Greffin |
| 117,798,867 |
| 1,172,412 |
| 15,731,357 |
Michael J. Haddad |
| 117,914,048 |
| 1,057,231 |
| 15,731,357 |
William R. Hutchinson |
| 116,698,460 |
| 2,272,819 |
| 15,731,357 |
Robert A. Jeffe |
| 117,747,881 |
| 1,223,398 |
| 15,731,357 |
Eileen A. Kamerick |
| 112,389,030 |
| 6,582,249 |
| 15,731,357 |
Gale E. Klappa |
| 109,540,178 |
| 9,431,101 |
| 15,731,357 |
Richard T. Lommen |
| 112,845,577 |
| 6,125,702 |
| 15,731,357 |
Cory L. Nettles |
| 117,153,718 |
| 1,817,561 |
| 15,731,357 |
Karen T. van Lith |
| 113,812,681 |
| 5,158,598 |
| 15,731,357 |
John (Jay) B. Williams |
| 117,919,936 |
| 1,051,343 |
| 15,731,357 |
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Each of the nominees was elected. | ||||||
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(2)The Approval of the Associated Banc-Corp 2020 Incentive Compensation Plan: | ||||||
Number of Votes FOR |
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Number of Votes |
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Withheld/Abstentions |
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Broker Non-Votes |
107,674,407 |
| 10,191,974 |
| 1,104,898 |
| 15,731,357 |
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This matter was approved by the Company’s shareholders. | ||||||
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(3)Advisory approval of Associated Banc-Corp’s named executive officer compensation: | ||||||
Number of Votes FOR |
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Number of Votes |
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Withheld/Abstentions |
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Broker Non-Votes |
43,286,536 |
| 74,094,899 |
| 1,589,844 |
| 15,731,357 |
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The shareholders did not give advisory approval to named executive officer compensation. | ||||||
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(4)Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020: | ||||||
Number of Votes FOR |
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Number of Votes Against |
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Withheld/Abstentions |
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Broker Non-Votes |
130,558,870 |
| 3,743,869 |
| 399,897 |
| 0 |
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This matter was ratified by the Company’s shareholders. | ||||||
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Item 8.01.Other Events. |
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On April 28, 2020, 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. |
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Item 9.01.Financial Statements and Exhibits. |
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(d)Exhibits |
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10.1Associated Banc-Corp 2020 Incentive Compensation Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 13, 2020, as supplemented, in connection with the 2020 Annual Meeting of Shareholders of Associated Banc-Corp
99.1Press Release dated April 28, 2020
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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 |
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Dated: April 28, 2020 | By:/s/ Randall J. Erickson |
| Randall J. Erickson Executive Vice President, General Counsel and Corporate Secretary
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