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 23, 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.) |
1200 Hansen Road, Green Bay, Wisconsin | 54304 | |||||||
(Address of principal executive offices) | (Zip code) |
Registrants 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 (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 5.07. Submission of Matters to a Vote of Security Holders.
The results of the matters submitted to a shareholder vote at the Annual Meeting of Shareholders of Associated Banc-Corp (Company) held on April 23, 2013 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 |
130,605,888 | 1,326,680 | 18,032,739 | |||||||||
Ruth M. Crowley |
131,188,622 | 743,945 | 18,032,739 | |||||||||
Philip B. Flynn |
131,398,726 | 533,842 | 18,032,739 | |||||||||
Ronald R. Harder |
131,127,404 | 805,163 | 18,032,739 | |||||||||
William R. Hutchinson |
131,126,459 | 806,109 | 18,032,739 | |||||||||
Robert A. Jeffe |
131,387,712 | 544,856 | 18,032,739 | |||||||||
Eileen A. Kamerick |
131,205,820 | 726,747 | 18,032,739 | |||||||||
Richard T. Lommen |
131,341,384 | 591,184 | 18,032,739 | |||||||||
J. Douglas Quick |
131,199,332 | 733,235 | 18,032,739 | |||||||||
Karen T. van Lith |
131,297,316 | 635,252 | 18,032,739 | |||||||||
John B. Williams |
131,320,822 | 611,746 | 18,032,739 |
Each of the nominees was elected.
(2) | Approval of the Associated Banc-Corp 2013 Incentive Compensation Plan: |
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes | |||
123,710,617 | 7,859,112 | 362,826 | 18,032,751 |
This matter was approved by shareholders
(3) | Advisory approval of Associated Banc-Corps named executive officer compensation: |
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes | |||
127,635,584 | 2,687,369 | 1,609,603 | 18,032,750 |
This matter was approved by shareholders.
(4) | Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2013: |
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes | |||
148,657,159 | 926,570 | 381,577 | 0 |
This matter was approved by shareholders.
Item 8.01. Other Events.
On April 23, 2013, the Board of Directors of the Company declared regular quarterly dividends on the Companys outstanding common shares and outstanding 8.00% Perpetual Preferred Stock, Series B Depositary Shares. The news 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 |
99.1 News Release dated April 23, 2013
2
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 | ||||||
Date: April 25, 2013 | By: /s/ Randall J. Erickson | |||||
Randall J. Erickson | ||||||
Executive Vice President, General Counsel and Corporate Secretary |
Exhibit Index
Exhibit Number |
||
99.1 | News Release dated April 23, 2013 |
3
Exhibit 99.1
|
NEWS RELEASE Investor Contact: Brian Klaus, VP of Finance, Investor Relations 920-491-7059
Media Contact: Autumn Latimore, Senior Vice President, Public Relations Director 414-278-1860 |
Associated Banc-Corp Announces 2013 Annual Meeting of
Shareholders Results and Quarterly Dividends
GREEN BAY, Wis. April 23, 2013 Associated Banc-Corp (NASDAQ:ASBC) today announced the results of the actions taken at its 2013 Annual Meeting of Shareholders.
The following directors were re-elected:
| William R. Hutchinson, chairman, Associated Banc-Corp, and president, W.R. Hutchinson & Associates, Inc. |
| Philip B. Flynn, president and chief executive officer, Associated Banc-Corp |
| John F. Bergstrom, chairman and chief executive officer, Bergstrom Corp. |
| Ruth M. Crowley, principal, Innervisions Management |
| Ronald R. Harder, retired, former president and chief executive officer, Jewelers Mutual Insurance Co. |
| Robert A. Jeffe, chairman and founding partner, Hawkwood Energy |
| Eileen A. Kamerick, chief financial officer, Press Ganey Associates |
| Richard T. Lommen, chairman, Courtesy Corp. |
| J. Douglas Quick, chairman, Lakeside Foods, Inc. |
| Karen T. van Lith, interim chief executive officer consultant |
| John (Jay) B. Williams, president and chief executive officer, Milwaukee Public Museum |
Shareholders also (1) approved the Associated Banc-Corp 2013 Incentive Compensation Plan, (2) approved named executive officer compensation, and (3) ratified the selection of KPMG LLP as Associateds independent accounting firm for 2013.
In addition, the Associated Banc-Corp Board of Directors declared a regular quarterly cash dividend of $0.08 per share on Associateds common stock payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013.
The Board of Directors also declared a regular quarterly cash dividend of $0.50 per depositary share on Associateds 8.00% Series B Perpetual Preferred Stock payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013.
ABOUT ASSOCIATED BANC-CORP
Associated Banc-Corp (NASDAQ: ASBC) has total assets of $23 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.
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 managements 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 companys most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference.
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