UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 27, 2021
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.) |
433 Main Street, Green Bay, Wisconsin, 54301 |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (920) 491-7500
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, Par Value $0.01 per share | ASB | New York Stock Exchange |
Depositary Shrs, each representing 1/40th intrst in a shr of 6.125% Non-Cum Perp Pref Stock, Srs C | ASB PrC | New York Stock Exchange |
Depositary Shrs, each representing 1/40th intrst in a shr of 5.375% Non-Cum Perp Pref Stock Srs D | ASB PrD | New York Stock Exchange |
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum Perp Pref Stock Srs E | ASB PrE | New York Stock Exchange |
Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum Perp Pref Stock Srs F | ASB PrF | New York Stock Exchange |
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.[ ]
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 27, 2021, Associated Banc-Corp (the “Company”) conducted its 2021 Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting 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 | | 111,414,979 | | 3,313,296 | | 15,984,060 |
Philip B. Flynn | | 113,466,839 | | 1,261,436 | | 15,984,060 |
R. Jay Gerken | | 113,911,674 | | 816,601 | | 15,984,060 |
Judith P. Greffin | | 113,256,576 | | 1,471,699 | | 15,984,060 |
Michael J. Haddad | | 113,260,926 | | 1,467,349 | | 15,984,060 |
Robert A. Jeffe | | 112,614,313 | | 2,113,962 | | 15,984,060 |
Eileen A. Kamerick | | 110,720,781 | | 4,007,494 | | 15,984,060 |
Gale E. Klappa | | 103,274,171 | | 11,454,104 | | 15,984,060 |
Cory L. Nettles | | 113,118,228 | | 1,610,047 | | 15,984,060 |
Karen T. van Lith | | 110,959,544 | | 3,768,731 | | 15,984,060 |
John (Jay) B. Williams | | 113,653,807 | | 1,074,468 | | 15,984,060 |
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Each of the nominees was elected by the Company’s shareholders. |
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(2)Advisory approval of Associated Banc-Corp’s named executive officer compensation: |
Number of Votes FOR | | Number of Votes Against | | Withheld/Abstentions | | Broker Non-Votes |
107,835,171 | | 5,977,626 | | 915,478 | | 15,984,060 |
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The matter was approved by the Company’s shareholders. |
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(3)Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2021: |
Number of Votes FOR | | Number of Votes Against | | Withheld/Abstentions | | Broker Non-Votes |
127,134,034 | | 3,265,814 | | 312,487 | | 0 |
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This matter was approved by the Company’s shareholders. |
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Item 8.01. Other Events. |
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On April 27, 2021, 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; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares. In addition, on April 27, 2021, the Board called for redemption on June 15, 2021 (the “Redemption Date”) of all of its outstanding depositary shares representing a 1/40th interest in a share of the Company’s 6.125% Perpetual Preferred Stock, Series C (the “Series C Depositary Shares”). There are currently 2,600,000 Series C Depositary Shares outstanding. The Series C Depositary Shares will be redeemed at a redemption price of $25 per Series C Depositary Share, plus an amount equal to any declared and unpaid dividends to the Redemption Date. The press release issued by the Company on April 27, 2021 relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference. |
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Item 9.01. Financial Statements and Exhibits. |
99.1Press Release dated April 27, 2021
104Cover Page Interactive Data File the cover page XBRL tags are embedded within the
Inline XBRL document
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SIGNATURES |
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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. |
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| Associated Banc-Corp |
| (Registrant) |
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Date: April 27, 2021 | By: /s/ Randall J. Erickson |
| Randall J. Erickson |
| Executive Vice President, General Counsel and Corporate Secretary |
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