Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2021, at the 2021 Annual Meeting of Shareholders, the shareholders of Horizon Bancorp, Inc. (“Horizon” or the “Company”) approved the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) by a majority of votes cast on the proposal.
A primary reason for adopting the 2021 Plan is to replace the Horizon Bancorp, Inc. Amended and Restated 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which will expire on February 1, 2023, and which contains certain single trigger change-in-control provisions and liberal share recycling provisions that Horizon desires to eliminate. Awards under the 2013 Plan remain outstanding, but no new awards may be granted under the 2013 Plan.
A brief description of the 2021 Plan approved by the shareholders follows.
Purpose. The 2021 Plan is an equity-based incentive compensation plan designed to further the growth and financial success of Horizon by (i) aligning the interests of eligible participants (officers, employees, non-employee directors and certain outside consultants) with the interests of shareholders through awards of common shares and other equity incentives; and (ii) providing incentives for excellence, teamwork and retention.
Administration and Types of Awards. The 2021 Plan is administered by the Compensation Committee of the Company’s Board of Directors and provides for the following types of awards, all of which may be granted with time-based and/or performance-based vesting terms: incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. “Other stock-based awards” refers to any other type of award involving Horizon’s common shares and any award that is valued in whole or in part by reference to Horizon’s common shares.
Selection. The Compensation Committee selects the participants based on their functions and responsibilities, the value of the services they provide to the Company and other factors that the Compensation Committee deems relevant.
Shares Subject to the 2021 Plan. The maximum number of common shares cumulatively available for issuance under the 2021 Plan will not exceed 1,787,548, consisting of 1,400,000 new common shares, plus 387,548 common shares rolled over and unused from the 2013 Plan. In addition, common shares subject to the 2021 Plan will include (i) common shares issued under the 2013 Plan that are forfeited, canceled or expire unexercised; and (ii) common shares settled in cash. Any common shares covered by an award that is forfeited or that remains unpurchased or undistributed upon termination or expiration of the award may be made the subject of further awards to the same or other participants. The 2021 Plan limits the number of common shares available for incentive stock options to 300,000.
Minimum Vesting Requirements. In general, the majority of the awards granted under the 2021 Plan must have a minimum vesting schedule of at least one year. Specifically, at least 95% of the awards granted will have a minimum vesting schedule of one year, subject to acceleration of vesting, to the extent permitted by the Compensation Committee or set forth in the 2021 Plan
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