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 30, 2020
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
Indiana | | 001-15817 | | 35-1539838 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
One Main Street Evansville, Indiana | | 47708 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (812) 464-1294
(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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, no par value | | ONB | | NASDAQ |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2020, the shareholders of Old National Bancorp (the “Company”) elected Daniel S. Hermann and Austin M. Ramirez, two new independent members to the Board of Directors (the “Board”) to serve for a term expiring at the 2021 annual meeting of shareholders.
Effective as of April 30, 2020, the Board of the Company, upon the recommendation of the Corporate Governance and Nominating Committee, determined the committee assignments for Messrs. Hermann and Ramirez. In conjunction with these assignments, the Board also made certain other changes to the committee assignments of directors. The committees of the Board are comprised as follows:
| | |
Committee | Chairperson | Members |
Audit Committee | Ryan C. Kitchell | Jerome F. Henry, Jr. Daniel S. Hermann Phelps L. Lambert |
Talent Development and Compensation Committee | Derrick J. Stewart | Daniel S. Hermann Randall T. Shepard Rebecca S. Skillman Thomas E. Salmon |
Corporate Governance and Nominating Committee | Rebecca S. Skillman | Phelps L. Lambert Austin Ramirez Randall T. Shepard Katherine E. White |
Enterprise Risk Committee | Linda E. White | Andrew E. Goebel Daniel S. Hermann Katherine E. White |
Funds Management Committee | Phelps L. Lambert | Andrew E. Goebel Jerome F. Henry, Jr. Ryan C. Kitchell Katherine E. White |
Community and Social Responsibility Committee | Randall T. Shepard | Austin M. Ramirez Derrick J. Stewart Linda E. White |
Finance and Corporate Development Committee | Andrew E. Goebel | Daniel S. Hermann Ryan C. Kitchell Phelps L. Lambert Rebecca S. Skillman Derrick Stewart Linda E. White |
The Board has determined that each Director satisfies all applicable requirements to serve on such committees and that each of Messrs. Hermann and Kitchell have been designated an “audit committee financial expert.”
Each Director will be compensated in accordance with the Company’s standard compensatory arrangements for non-employee directors as described in the Proxy Statement for the 2020 Annual Meeting of Shareholders (the “Proxy Statement”).
Item 5.03 Amendments to Articles of Incorporation or Bylaws
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Shareholders approved the Company’s proposal for the Approval of the Amendment to Article VIII of the Articles of Incorporation to Allow Shareholders to Amend the By-Laws of the Company, at the Annual Meeting of Shareholders today. The Company filed the Fifth Amended and Restated Articles of Incorporation with the Secretary of State of Indiana, which is effective April 30, 2020. The description of the amendment to the Articles of Incorporation is included in the Proxy Statement and the Fifth Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
At a meeting of the Board on April 30, 2020, the Board approved and adopted, effective as of April 30, 2020, certain amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The amendments are as follows:
| • | Amending Article I, Section 3. Seal – Amended to allow for the Corporate Seal to be affixed to documents either physically or electronically. | |
| • | Amending Article IV, Section 1. Place of Meeting – Meeting of Shareholders may be held in person or solely by means of remote communication. | |
| • | Amending Article IV, Section 4. Notice of Meetings – Amended to reflect changes made allowing meetings solely by remote communication. | |
| • | Amending Article IV, Section 7. Voting List – Amended to reflect changes made allowing meetings solely by remote communication. | |
| • | Amending Article V, Section 1. Election, Term, and Number – Amended to reduce the number of Members of the Board to thirteen (13) from fifteen (15). | |
| • | Amending Article V, Section 5. Remote Meetings Permitted – Replaces previous Section 12, Participation in Meetings by Telephone. New section allows meetings of the Board solely by remote communication. | |
| • | Deleting Article V, Section 12. Participation in Meetings by Telephone – replaced by new Section 5 allowing meetings solely by remote communication. | |
| • | Amending Article VIII – Amended to allow for either the Shareholders or the Board to amend the Bylaws. | |
| • | Article V section numbering updated to account for addition of new section 5 and deletion of section 12. | |
| • | Term Stockholder replaced with the word Shareholder. | |
| • | Effective Date moved to the beginning. | |
The foregoing description of the amendments to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on April 30, 2020. Matters voted upon were: (1) Election of the Company’s Board of Directors consisting of thirteen Directors to serve for one year and until the election and qualification of their successors; (2) Approval of the Amendment to Article IV of the Articles of Incorporation to increase the number of authorized shares of capital stock of the Company from 302,000,000 to 330,000,000 and preferred stock from 2,000,000 to 30,000,000; 3) Approval of the Amendment to Article VIII of the Articles of Incorporation to Allow Shareholders to Amend the By-Laws of the Company; (4) Approval of a non-binding advisory proposal on Executive Compensation; and (5) Ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020. The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below:
1. Election of the Company’s Board of Directors consisting of 13 Directors to serve for one year and until the election and qualification of their successors:
| | | |
Director Nominee | For | Withheld | Broker Non-Votes |
Andrew E. Goebel | 124,711,258 | 2,575,750 | 20,177,568 |
Jerome F. Henry, Jr. | 126,798,671 | 488,337 | 20,177,568 |
Daniel S. Hermann | 126,557,142 | 729,866 | 20,177,568 |
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| | | |
Ryan C. Kitchell | 126,796,387 | 490,621 | 20,177,568 |
Phelps L. Lambert | 125,163,540 | 2,123,468 | 20,177,568 |
Austin M. Ramirez | 126,790,480 | 496,528 | 20,177,568 |
James C. Ryan III | 123,621,163 | 3,665,845 | 20,177,568 |
Thomas E. Salmon | 126,786,611 | 500,397 | 20,177,568 |
Randall T. Shepard | 126,703,459 | 583,549 | 20,177,568 |
Rebecca S. Skillman | 126,375,069 | 911,939 | 20,177,568 |
Derrick J. Stewart | 126,759,213 | 527,795 | 20,177,568 |
Katherine E. White | 126,725,893 | 561,115 | 20,177,568 |
Linda E. White | 126,739,242 | 547,766 | 20,177,568 |
2. Approval of the Amendment to Article IV of the Articles of Incorporation to increase the number of authorized shares of capital stock of the Company from 302,000,000 to 330,000,000 and preferred stock from 2,000,000 to 30,000,000.
| | | |
For | Against | Abstentions | Broker Non-Votes |
26,311,811 | 100,662,895 | 312,302 | 20,177,568 |
3. Approval of the Amendment to Article VIII of the Articles of Incorporation to Allow Shareholders to Amend the By-Laws of the Company.
| | | |
For | Against | Abstentions | Broker Non-Votes |
126,490,109 | 580,209 | 216,690 | 20,177,568 |
4. Approval of a non-binding advisory proposal on Executive Compensation.
| | | |
For | Against | Abstentions | Broker Non-Votes |
124,980,276 | 1,881,671 | 425,061 | 20,177,568 |
5. Ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020.
| | |
For | Against | Abstentions |
145,404,922 | 2,004,490 | 55,164 |
Item 8.01 Other Events
On April 30, 2020, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.14 per common share. The dividend is payable June 15, 2020, to shareholders of record on June 1, 2020. For purposes of broker trading, the ex-dividend date of the cash dividend is May 29, 2020.
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The press release issued by the Company announcing the dividend, is attach hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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SIGNATURE
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: April 30, 2020
| | |
OLD NATIONAL BANCORP |
| |
By: | | /s/ Jeffrey L. Knight |
| | Jeffrey L. Knight |
| | EVP, Chief Legal Counsel and Corporate Secretary |
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