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 26, 2011
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
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|
| Wisconsin | | 001-31343 | | 39-1098068 |
| | | | | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | |
|
1200 Hansen Road, Green Bay,
Wisconsin | | 54304 |
| | | |
(Address of principal
executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 920-491-7000
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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| 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)) |
TABLE OF CONTENTS
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Associated Banc-Corp (the “Company”) held on April 26, 2011, the Company’s shareholders voted on the following:
(1) Election of the below-named nominees to the Board of Directors of the Company:
| | | | | | | | | | | | | |
| | | Number of Votes | | Number of Votes | | Broker Non- |
| Nominee | | FOR | | Withheld | | Votes |
| John F. Bergstrom | | | 132,545,618 | | | | 2,347,613 | | | | 40,497,575 | |
| Ruth M. Crowley | | | 131,454,053 | | | | 3,439,179 | | | | 40,497,575 | |
| Philip B. Flynn | | | 133,675,577 | | | | 1,217,655 | | | | 40,497,575 | |
| Ronald R. Harder | | | 133,271,015 | | | | 1,622,217 | | | | 40,497,575 | |
| William R. Hutchinson | | | 133,303,674 | | | | 1,589,557 | | | | 40,497,575 | |
| Robert A. Jeffe | | | 133,685,867 | | | | 1,207,364 | | | | 40,497,575 | |
| Eileen A. Kamerick | | | 133,554,688 | | | | 1,338,544 | | | | 40,497,575 | |
| Richard T. Lommen | | | 131,458,640 | | | | 3,434,591 | | | | 40,497,575 | |
| J. Douglas Quick | | | 133,404,284 | | | | 1,488,947 | | | | 40,497,575 | |
| John C. Seramur | | | 133,243,275 | | | | 1,649,956 | | | | 40,497,575 | |
| Karen T. Van Lith | | | 131,528,846 | | | | 3,364,385 | | | | 40,497,575 | |
Nominees were elected with an average of 99% of shares voted cast in favor.
(2) Approval of an advisory (non-binding) proposal on executive compensation:
| | | | | | | |
| Number of Votes FOR | | Number of Votes Against | | Withheld/Abstentions | | Broker Non-Votes |
| 125,556,625 | | 7,641,304 | | 1,695,290 | | 40,497,587 |
This matter was approved by shareholders with 93% of shares voted cast in favor of the proposal.
(3) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2011:
| | | | | | | |
| Number of Votes FOR | | Number of Votes Against | | Withheld/Abstentions | | Broker Non-Votes |
| 153,169,565 | | 2,160,180 | | 365,006 | | 19,696,055 |
This matter was approved by shareholders with 98% of shares voted cast in favor of the proposal.
The Company will include a shareholder advisory proposal on executive compensation in the Company’s proxy statement for the 2012 Annual Meeting of the Shareholders as required either by the rules promulgated by the Securities and Exchange Commission or the U.S. Treasury’s Interim Final Rule applicable to participants under the U.S. Treasury’s Capital Purchase Program.
Item 8.01. Other Events.
On April 26, 2011, the Company announced the declaration of its second quarter 2011 dividend. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
| | 99.1 | | | News Release by Associated Banc-Corp dated April 26, 2011 |
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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.
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| | Associated Banc-Corp
| |
| April 26, 2011 | By: | /s/ Brian R. Bodager | |
| | | Name: | Brian R. Bodager | |
| | | Title: | Chief Administrative Officer, General Counsel & Corporate Secretary | |
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Exhibit Index
| | | | | |
| Exhibit No. | | Description |
| | 99.1 | | | News Release by Associated Banc-Corp dated April 26, 2011 |
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