Associated Banc-Corp (ASB) 8-K Associated Announces Annual Meeting Results and Dividends

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,  2019

                                                                            Associated Banc-Corp                                                                      

(Exact name of registrant as specified in its chapter)

Wisconsin
001-31343
39-1098068

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

433 Main Street, Green Bay, Wisconsin	54301
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7500

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 30, 2019, the Board of Directors of Associated Banc-Corp (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The amendments to the Bylaws: · Created the position of the Vice Chairman of the Board of Directors; · Created the position of Chairman Emeritus of the Board of Directors; · Formally separated the positions of Chairman of the Board and Chief Executive Officer; · Created the position of Treasurer, which was formerly a designee of the Chief Financial Officer; and · Provided for certain other conforming and administrative amendments. A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.1. Item 5.07. Submission of Matters to a Vote of Security Holders.
The results of the matters submitted to a shareholder vote at the 2019 Annual Meeting of Shareholders of the Company held on April 30, 2019 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		122,041,497		1,890,485		19,872,052
Michael T. Crowley, Jr.		122,566,835		1,365,147		19,872,052
Philip B. Flynn		122,830,787		1,101,195		19,872,052
R. Jay Gerken		123,057,928		874,054		19,872,052
Judith P. Greffin		123,027,687		904,295		19,872,052
Michael J. Haddad		123,145,524		786,458		19,872,052
William R. Hutchinson		122,561,568		1,370,414		19,872,052
Robert A. Jeffe		122,993,275		938,707		19,872,052
Eileen A. Kamerick		121,116,703		2,815,279		19,872,052
Gale E. Klappa		119,111,940		4,820,042		19,872,052
Richard T. Lommen		120,961,559		2,970,423		19,872,052
Cory L. Nettles		122,467,076		1,464,906		19,872,052
Karen T. van Lith		121,667,621		2,264,361		19,872,052
John (Jay) B. Williams		123,154,983		776,999		19,872,052
Each of the nominees was elected.
(2) Advisory approval of the Company’s named executive officer compensation:
Number of Votes FOR	Number of Votes Against		Withheld/Abstentions		Broker Non-Votes
116,223,737	6,848,434		859,811		19,872,052
This matter was approved by the Company’s shareholders.

2

(3) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019:
Number of Votes FOR	Number of Votes Against	Withheld/Abstentions	Broker Non-Votes
139,937,691	3,486,070	380,273	0
This matter was ratified by the Company’s shareholders.

Item 8.01.

Other Events.

On April 30, 2019, the Board declared a dividend on the Company’s outstanding common stock, outstanding 6.125% Perpetual Preferred Stock, Series C Depositary Shares, outstanding 5.375% Preferred Stock, Series D Depositary Shares, and outstanding 5.875% Preferred Stock, Series E Depositary Shares.  

The press 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

3.1

Amended and Restated Bylaws of Associated Banc-Corp

99.1

Press Release dated April 30, 2019

3

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
	(Registrant)
Date:  May 1, 2019	By:   /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel and
	Corporate Secretary

4