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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): January 27, 2010
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
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Wisconsin
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0-5519 and 001-31343
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39-1098068 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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1200 Hansen Road, Green |
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Bay, Wisconsin
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54304 |
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(Address of principal executive
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(Zip Code) |
offices) |
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Registrant’s telephone number, including area code: 920-491-7000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 January 27, 2010, the Compensation and Benefits Committee (the “Compensation Committee”) of the
Board of Directors of Associated Banc-Corp (the “Company”) approved modifications to the Company’s
executive compensation. The modifications were consistent with the requirements of the Interim
Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S.
Department of the Treasury in June 2009. The Interim Final Rule imposed restrictions on the
Company’s compensation of senior executive officers and certain other employees as a participant in
the TARP Capital Purchase Program.
The Interim Final Rule prohibited certain components of the Company’s compensation program as it
existed in February 2009 applicable to senior executive officers of the Company, including:
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payment or accrual of annual and long-term incentive compensation; |
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granting of stock options; and |
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separation compensation, including separation benefits under the Company’s general
severance policy applicable to all employees and its change of control plan. |
Under the Interim Final Rule, the types of compensation available to the Company for compensating
the senior executive officers are cash salary, salary paid in shares of Company common stock (as
described below) and grants of restricted stock, subject to annual limitations. In connection
with the Compensation Committee’s annual January review of executive compensation arrangements of
peer financial institutions and market conditions with input from its compensation consultant, the
Compensation Committee determined that modifications for 2010 are necessary to achieve the
Company’s objective of retaining and motivating the key executives who are leading the Company
through the challenging economic cycle and to more closely align the
executives’ compensation with the interests of shareholders.
Set forth in the table below are the compensation amounts by category for the Company’s named
executive officers who received a modification of base salary and share salary
effective February 15, 2010, and a grant of restricted stock on January 27, 2010. Philip B. Flynn,
President and Chief Executive Officer, received no modification of
his compensation. The Company did not award cash bonuses for 2009 performance to any of
its named executive officers, in conformity with the Interim Final
Rule.
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Number of Shares of |
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Base Salary |
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Share Salary |
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Restricted Stock |
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Joseph B. Selner |
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$ |
372,600 |
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$ |
423,360 |
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29,790 |
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Executive Vice
President and Chief
Financial Officer |
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Mark D. Quinlan |
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$ |
320,850 |
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$ |
239,940 |
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20,989 |
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Executive Vice
President and Chief
Information Officer |
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Mark J. McMullen |
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$ |
377,775 |
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$ |
282,510 |
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24,712 |
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Executive Vice
President and
Director, Wealth
Management |
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2
The share
salary shares will be issued under the Company’s 2003 Long-Term
Incentive Stock Plan or any successor plan.
The number of shares of Company common stock to be paid each pay period will be determined by
dividing the amount of share salary to be paid for that pay period, net of applicable tax
withholdings, by the reported closing price per share of the Company’s common stock on the Nasdaq
Stock Market on the pay date for such pay period. The share salary shares shall be fully vested as
of the pay date and shall be subject to restrictions on transfer that lapse as follows: share
salary shares paid in the following periods lapse on the first business day of the following
respective years: share salary paid during the months of January, February, March and April — the
first calendar year following the calendar year in which such shares were paid; share salary paid
during the months of May, June, July and August — the second calendar year following the calendar
year in which such shares were paid; and share salary paid during the months of September, October,
November and December — the third calendar year following the calendar year in which such shares
were paid.
The restricted stock will vest in 25% increments on the dates that the Company makes repayments in
25% increments of the aggregate funds received by the Company under the TARP Capital Purchase
Program. If the executive’s employment with the Company is terminated for any reason other than as
a result of executive’s death or disability or a change in control of the Company, within two years
of the date on which an award of restricted stock is granted, the executive shall forfeit such
award in accordance with the Interim Final Rule.
A Form of Restricted Stock Grant Agreement, which governs the payment of share salary to these
executives, is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
99.1
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Form of Restricted Stock Grant Agreement. |
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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.
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Associated Banc-Corp |
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January 29, 2010
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By:
Name:
Title:
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/s/ Brian R. Bodager
Brian R. Bodager
Chief Administrative Officer, General
Counsel & Corporate Secretary
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Exhibit Index
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Exhibit No. |
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Description |
99.1
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Form of Restricted Stock Grant Agreement |
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