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) January 22, 2013
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) | | (IRS Employer Identification No.) |
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| 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 (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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2013, the Board of Directors of Associated Banc-Corp (the “Company”) approved amendments to the Company’s Supplemental Executive Retirement Plan (the “Plan”). One such amendment reduces the time period required for participants’ benefits under the Plan to vest, from five years of service to immediate vesting. The Plan was also amended as it relates to the timing of Company contributions to the Company’s 401(K) Plan and Retirement Account Plan. The foregoing description of the amendments to the Plan is qualified in its entirety by reference to the Plan, as amended, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 8.01. Other Events.
On January 22, 2013, the Board of Directors of the Company declared regular quarterly dividends on the Company’s outstanding common shares and outstanding 8.00% Perpetual Preferred Stock, Series B Depositary Shares. The news release containing this information is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| 99.1 | | Supplemental Executive Retirement Plan, updated as of January 2013 |
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| 99.2 | | News Release dated January 22, 2013 |
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 |
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Date: January 22, 2013 | | | | By: | | /s/ Randall J. Erickson |
| | | | | | Randall J. Erickson |
| | | | | | Executive Vice President, General Counsel and Corporate Secretary |
Exhibit Index
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Exhibit Number | | |
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| 99.1 | | Supplemental Executive Retirement Plan, updated as of January 2013 |
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| 99.2 | | News Release dated January 22, 2013 |
