8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

Date of Report: May 16, 2012

(Date of earliest event reported)

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or jurisdiction of incorporation)

001-15393	42-1405748
(Commission File Number)	(I.R.S. Employer Identification Number)

1398 Central Avenue, Dubuque, Iowa	52001
(Address of principal executive offices)	(Zip Code)

(563) 589-2100

(Registrant's telephone number, including area code)

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):

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 1.01 Entry into a Material Definitive Agreement

Effective with its approval at the annual meeting of stockholders on May 16, 2012, Heartland Financial USA, Inc. ("Heartland") adopted and executed its Amended and Restated Rights Agreement, dated as of January 17, 2012, (the "Rights Agreement"). See Item 3.03 below for a description of the Rights Agreement.

Item 3.03 Material Modification to Rights of Security Holders

The stockholders of Heartland, approved the Rights Agreement on May 16, 2012. The Rights Agreement primarily (i) extends the terms of the preferred stock purchase rights granted thereunder to January 17, 2022, (ii) changes the Purchase Price (as defined in the Rights Agreement) to $70.00 per right, subject to adjustment, and (iii) expands the definition of “Beneficial Owner” to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in Heartland's common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) As noted in Item 5.07 below, on May 16, 2012, Heartland's stockholders approved the Heartland Financial USA, Inc. Long-Term Incentive Plan (the “2012 LTIP”). The purpose of the 2012 LTIP is to promote the long-term financial success of Heartland and its subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of Heartland's stockholders. Heartland may issue up to 500,000 shares of its common stock, par value $1.00 per share, under the 2012 LTIP, plus any shares that are covered by an award under a prior Heartland equity compensation plan that otherwise would become available for reuse under the terms of such plan due to forfeiture, expiration, cancellation or the like. The 2012 LTIP authorizes the granting to eligible participants of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus shares, performance shares and other equity-based awards as determined by the Compensation/Nominating Committee (the “Committee”) of Heartland's Board of Directors (the “Board”). All employees and directors of, and service providers to, Heartland and its subsidiaries are eligible to be granted awards under the 2012 LTIP.

The 2012 LTIP will be administered by the Committee. Subject to the applicable rules of any securities exchange or similar entity, if the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the 2012 LTIP that would otherwise be the responsibility of the Committee.

The 2012 LTIP is described in detail in Heartland's proxy statement filed with the Securities and Exchange Commission (the “SEC”) on Schedule 14A on April 4, 2012, in connection with the annual meeting of stockholders held on May 16, 2012. The foregoing description of the 2012 LTIP does not purport to be complete and is qualified in its entirety by the full text of the 2012 LTIP, a copy of which was filed as Exhibit 4.4 to the Registration Statement on Form S-8 relating to the common stock issuable under the 2012 LTIP, which was filed with the SEC on May 17, 2012 (the “Registration Statement”), and is incorporated herein by reference.

Also on May 16, 2012, the Committee approved the award of restricted stock units ("RSUs") to non-employee directors pursuant to the 2012 LTIP, subject to and effective upon the filing of the Registration Statement. These RSUs will vest upon the earlier of one year from the effective date of grant (May 17, 2013) or the date of Heartland's next annual meeting of stockholders and will be settled in shares of common stock within 30 days of vesting. The directors shall have no stockholder rights with respect to the RSUs, including voting and dividends during the restricted period. The complete terms of the RSUs are contained in Director Restricted Stock Award Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Following is a list of the directors who received RSUs effective May 17, 2012, and the number of RSUs granted to each director:

Director	Number of RSUs
James F. Conlan	1,000
John W. Cox, Jr.	1,000
Mark C. Falb	1,100
Thomas L. Flynn	1,100
James R. Hill	1,000

Item 5.07 Submission of Matters to a Vote of Security Holders

(a), (b) Heartland held its annual meeting of stockholders in Dubuque, Iowa, on May 16, 2012. At the meeting, John W. Cox, Jr. and Lynn B. Fuller were elected to serve as Class I directors (term expires in 2015). Continuing as Class II directors (term expires in 2013) are Mark C. Falb, James R. Hill and John K. Schmidt. Continuing as Class III directors (term expires in 2014) are James F. Conlan and Thomas L. Flynn. Additionally, the stockholders ratified the appointment of KPMG LLP as Heartland's independent registered public accounting firm for the year ending December 31, 2012, approved a non-binding advisory proposal on compensation to Heartland's executive officers as described in the 2012 proxy statement, voted for an annual frequency for future non-binding advisory votes on compensation to Heartland's executive officers ("say on pay"), approved the adoption of the Heartland Financial USA, Inc. Long-Term Incentive Plan and approved the adoption of the Heartland Financial USA, Inc. 2012 Amended and Restated Stockholder Rights Agreement.

There were 16,501,558.833 issued and outstanding shares of common stock entitled to vote at the annual meeting, of which 14,033,495.716 shares were present in person or by proxy, representing approximately 85.04% of the total issued and outstanding shares entitled to vote. The voting results on the above described matters were as follows:

	For	Withheld	Broker Non-Votes
John W. Cox, Jr.	11,225,582.931	220,534.785	2,587,378.000
Lynn B. Fuller	11,314,335.679	131,782.037	2,587,378.000

	For	Against	Abstain
Appointment of KPMG LLP	13,960,379.937	43,348.870	29,766.909

	For	Against	Abstain	Broker Non-Votes
Approve compensation of executives	11,133,723.238	106,975.006	205,419.472	2,587,378.000

	1 Year	2 Year	3 Year	Abstain	Broker Non-Votes
Frequency of "say on pay" vote	10,556,077.701	51,271.335	624,252.275	214,516.405	2,587,378.000

	For	Against	Abstain	Broker Non-Votes
Adoption of 2012 Long-Term Incentive Plan	11,193,972.548	114,968.862	137,176.306	2,587,378.000

	For	Against	Abstain	Broker Non-Votes
Adoption of 2012 Amended and Restated Stockholder Rights Agreement	8,787,229.001	2,601,471.554	57,417.161	2,587,378.000

(c) Not applicable.

(d) Consistent with the vote at the Annual Meeting, Heartland has determined it will include a stockholder vote on the compensation of executives in its proxy materials annually (every year) and will continue such annual votes on executive compensation until the next required vote on the frequency of stockholder votes on executive compensation.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions

None.

(d) Exhibits.

4.1		Amended and Restated Rights Agreement dated as of January 17, 2012, by and between Heartland Financial USA, Inc. and Dubuque Bank and Trust Company (incorporated by reference to Exhibit 4.1 to Heartland's Form 8-A/A as filed May 17, 2012).
10.1		Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to Heartland's Form S-8 as filed May 17, 2012).
10.2	*	Form of Director Restricted Stock Unit Award Agreement under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan.
	*	Filed herewith.

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.

Date: May 21, 2012

HEARTLAND FINANCIAL USA, INC.
	/s/ John K. Schmidt
By:	John K. Schmidt
	Executive Vice President, COO & CFO

EX-10.1

Exhibit 10.1

Heartland Financial USA, Inc.

2012 Long-Term Incentive Plan

Director Restricted Stock Unit Award Agreement

The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heartland Financial USA, Inc., a Delaware corporation (the “Company”), under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this restricted stock unit award agreement (“Award Agreement”).

Section 1.Award. The Company hereby grants to the Participant the Award of restricted stock units (each such unit, an “RSU”), where each RSU represents the right of the Participant to receive one Share in the future once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2.Terms of Restricted Stock Unit Award.  The following words and phrases relating to the Award shall have the following meanings:

(a)The “Participant” is [___________________________].

(b)The “Grant Date” is [_______________]

(c)The number of “RSUs” is [___________].

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.

Section 3.Restricted Period.

(a)The “Restricted Period” for all of the RSUs shall begin on the Grant Date and end on the earlier of (i) the first anniversary of the Grant Date and (ii) the next regularly-scheduled annual meeting of the Shareholders; provided that the Participant's Termination of Service has not occurred prior thereto.

(b)Notwithstanding the foregoing provisions of this Section 3, the Restricted Period shall lapse immediately and the RSUs shall become fully vested immediately upon (i) the death of the Participant or (ii) a Change in Control that occurs on or before the Participant's Termination of Service.

(c)If the Participant's Termination of Service occurs prior to the expiration of the Restricted Period, the Participant shall forfeit all right, title and interest in and to the RSUs as of such Termination of Service.

Section 4.Settlement of RSUs. Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a)Delivery of Shares. After the Restricted Period has lapsed, the Company shall deliver to the Participant one Share free and clear of any restrictions in settlement of each of the vested and unrestricted RSUs within 30 days following the end of the Restricted Period.

(b)Compliance with Applicable Laws.  Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

(c)Certificates Not Required.  To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Section 5.Withholding.  While awards to non-employee directors generally will not be subject to tax withholding requirements, the Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any applicable tax requirements prior to the delivery date of any Shares in connection with the Award.

Section 6.Non-Transferability of Award. The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process.  Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

Section 7.Dividend Equivalents. The Participant shall be entitled to receive a payment of additional RSUs equal in value to any dividends and distributions paid with respect to the RSUs following the Restricted Period but prior to the settlement of the RSUs pursuant to Section 4(a) above (other than dividends and distributions that may be issued with respect to Shares by virtue of any corporate transaction, to the extent covered in Section 3.4 of the Plan) (“Dividend Equivalents”); provided, however, that no Dividend Equivalents shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before the end of the Restricted Period or on or after the date, if any, on which the Participant has forfeited the RSUs. Dividend Equivalents shall be provided at the time the respective dividends or distributions are paid and shall be subject to the same restrictions applicable to the underlying RSUs.

Section 8.No Rights as Shareholder. Except as set forth in Section 7 above, the Participant shall not have any rights of a Shareholder with respect to the RSUs, including but not limited to voting rights, prior to the settlement of the RSUs pursuant to Section 4(a) above and issuance of Shares as provided herein.

Section 9.Heirs and Successors.  This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring all or substantially all of the Company's assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant's death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant's designation of beneficiary may be amended or revoked from time to time by the Participant in accordance with any procedures established by the Committee. If a

Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary's benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 10.Administration.  The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 11.Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the secretary of the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 12.Not an Employment Contract. Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant's employment or other service at any time.

Section 13.Amendment.  Subject to Section 16 and Section 17 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 14.Governing Law. This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 15.Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 16.Section 409A Amendment. The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 17.Clawback. The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the

terms of any applicable Company or Subsidiary clawback policy (the “Policy”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company's or a Subsidiary's application, implementation and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

* * * * *

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Grant Date.

HEARTLAND FINANCIAL USA, INC.

By:

Its:

PARTICIPANT