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 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)

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 (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-Corp’s 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 Company’s 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

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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
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

EX-99.1

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 Associated’s 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 Associated’s 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 Associated’s 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 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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