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) | December 11, 2024 |
| (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) | (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))
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 | The 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 | The 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 | The New York Stock Exchange |
| 6.625% Fixed-Rate Reset Subordinated Notes due 2033 | ASBA | The 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 11, 2024, the Board of Directors (the “Board”) of Associated Banc-Corp (the “Company”) increased the size of the Board from 11 to 13 directors and appointed Kristen Ludgate and Owen J. Sullivan to fill the resulting vacancies. Ms. Ludgate was also appointed to the Compensation and Benefits Committee of the Board, and Mr. Sullivan was appointed to the Enterprise Risk Committee of the Board. There were no arrangements or understandings between the Company and the appointees pursuant to which they were selected as directors, and they do not have any relationship or transactions with the Company required to be disclosed under Item 404(a) of Regulation S-K. Other than the compensation payable to non-employee directors of the Company as described in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders, Ms. Ludgate and Mr. Sullivan are not party to any plans, contracts or arrangements involving grants or awards by the Company.
On December 11, 2024, the Company issued a press release announcing the appointment of Ms. Ludgate and Mr. Sullivan to the Board. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 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: December 11, 2024 | By: /s/ Randall J. Erickson |
| | Randall J. Erickson |
| | Executive Vice President, General Counsel and Corporate Secretary |
