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Section 1: DEFA14A (DEFA14A)






Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:


  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under Rule 14a-12

(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:






Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






Proposed maximum aggregate value of transaction:





  (5)   Total fee paid:


  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:






Form, Schedule or Registration Statement No.:






Filing Party:






Date Filed:








*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 25, 2017.













Meeting Information



Meeting Type:             Annual Meeting


For holders as of:        February 28, 2017


Date: April 25, 2017       Time: 11:00 a.m., CDT


Location: Kl Convention Center

                     333 Main Street

                     Green Bay,Wisconsin




You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


        See the reverse side of this notice to obtain proxy materials and voting instructions.



Before You Vote

    How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:


     NOTICE AND PROXY STATEMENT               SUMMARY ANNUAL REPORT            FORM 10-K            


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:, or scan the QR Barcode below.


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


                    1) BY INTERNET:
                    2) BY TELEPHONE:       1-800-579-1639
                    3) BY E-MAIL*:


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2017 to facilitate timely delivery.





How To Vote

    Please Choose One of the Following Voting Methods











Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: Go to or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


                   Voting Items                          


The Board of Directors recommends you vote

FOR the following:






Election of Directors






01)    John F. Bergstrom



07)    Eileen A. Kamerick

    02)    Philip B. Flynn   08)    Gale E. Klappa    
    03)    R. Jay Gerken   09)    Richard T. Lommen    
    04)    Judith P. Greffin   10)    Cory L. Nettles    
    05)    William R. Hutchinson   11)    Karen T. van Lith    
    06)    Robert A. Jeffe   12)    John (Jay) B. Williams    


The Board of Directors recommends you vote FOR proposals 2, 3 and 4.






The approval of the Associated Banc-Corp 2017 Incentive Compensation Plan.








Advisory approval of Associated Banc-Corp’s named executive officer compensation.


The ratification of the selection of KPMG LLP as the independent registered public accounting firm for Associated Banc-Corp for the year ending December 31, 2017.



NOTE: In their discretion, the proxies are authorized to consider and vote upon any other matters which may properly come before the meeting or any adjournment thereof.










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