Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

Associated Banc-Corp - Form 8-K SEC filing
0000007789 Common Stock, Par Value $0.01 per share ASB NYSE false 2020 FY 0000007789 2020-04-28 2020-04-28

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 28, 2020

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

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 .

Associated Banc-Corp 2020 Incentive Compensation Plan

At the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Associated Banc-Corp (the “Company”) held on April 28, 2020, the Company’s shareholders approved the Associated Banc-Corp 2020 Incentive Compensation Plan (the “2020 Plan”).  The 2020 Plan provides for the following types of awards to the Company’s executive officers, employees, consultants and non-employee directors:

options (non-qualified and incentive stock options); 

stock appreciation rights; 

restricted stock; 

restricted stock units; 

deferred stock; 

performance units; 

annual incentive awards; and 

shares. 

Under the 2020 Plan, the maximum number of shares that may be issued is 15,967,893 shares of common stock, which includes shares of common stock that remain available under the Company’s predecessor plans.

The foregoing description of the 2020 Plan is qualified in its entirety by reference to the 2020 Plan attached as Appendix A to the Proxy Statement on Schedule 14A filed March 13, 2020, as supplemented, in connection with the Annual Meeting, which is incorporated herein by reference.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders. 

The results of the matters submitted to a shareholder vote at the 2020 Annual Meeting of Shareholders of the Company held on April 28, 2020 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

 

115,328,578

 

3,642,701

 

15,731,357

Michael T. Crowley, Jr.

 

117,829,654

 

1,141,625

 

15,731,357

Philip B. Flynn

 

117,168,022

 

1,803,257

 

15,731,357

R. Jay Gerken

 

117,810,356

 

1,160,923

 

15,731,357

Judith P. Greffin

 

117,798,867

 

1,172,412

 

15,731,357

Michael J. Haddad

 

117,914,048

 

1,057,231

 

15,731,357

William R. Hutchinson

 

116,698,460

 

2,272,819

 

15,731,357

Robert A. Jeffe

 

117,747,881

 

1,223,398

 

15,731,357

Eileen A. Kamerick

 

112,389,030

 

6,582,249

 

15,731,357

Gale E. Klappa

 

109,540,178

 

9,431,101

 

15,731,357

Richard T. Lommen

 

112,845,577

 

6,125,702

 

15,731,357

Cory L. Nettles

 

117,153,718

 

1,817,561

 

15,731,357

Karen T. van Lith

 

113,812,681

 

5,158,598

 

15,731,357

John (Jay) B. Williams

 

117,919,936

 

1,051,343

 

15,731,357

 

Each of the nominees was elected. 


2



 

(2)The Approval of the Associated Banc-Corp 2020 Incentive Compensation Plan: 

 

Number of Votes

FOR

 

 

Number of Votes
Against

 

 

 

Withheld/Abstentions

 

 

Broker Non-Votes

107,674,407

 

10,191,974

 

1,104,898

 

15,731,357

 

 

 

 

 

 

 

This matter was approved by the Company’s shareholders. 

 

(3)Advisory approval of Associated Banc-Corp’s named executive officer compensation: 

 

Number of Votes

FOR

 

 

Number of Votes
Against

 

 

 

Withheld/Abstentions

 

 

Broker Non-Votes

43,286,536

 

74,094,899

 

1,589,844

 

15,731,357

 

 

 

 

 

 

 

The shareholders did not give advisory approval to named executive officer compensation. 

 

 

 

 

 

 

 

 

 

(4)Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2020: 

 

 

Number of Votes FOR

 

 

Number of Votes Against

 

 

 

Withheld/Abstentions

 

 

 

Broker Non-Votes

130,558,870

 

3,743,869

 

399,897

 

0

 

 

 

 

 

 

 

This matter was ratified by the Company’s shareholders. 

 

 

 

Item 8.01.Other Events. 

 

On April 28, 2020, 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, and outstanding 5.875% Preferred Stock, Series E Depositary Shares.

 

The press release containing this information is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits. 

 

 

(d)Exhibits 

 

10.1Associated Banc-Corp 2020 Incentive Compensation Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 13, 2020, as supplemented, in connection with the 2020 Annual Meeting of Shareholders of Associated Banc-Corp 

 

99.1Press Release dated April 28, 2020 

 

 


3



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

 

 

 

 

Dated:  April 28, 2020

By:/s/ Randall J. Erickson         

 

Randall J. Erickson 

Executive Vice President, General Counsel and Corporate Secretary

 


4

 

(Back To Top)

Section 2: EX-99.1 (PRESS RELEASED DATED APRIL 28, 2020)

EXHIBIT 99.1

EXHIBIT 99.1


ASD_2CLR_GREENS_V.jpg 

 

 

NEWS RELEASE

 

Investor Contact:

Brian Mathena, Senior Vice President, Investor Relations

920-491-7059

Media Contact:

Jennifer Kaminski, Vice President, Public Relations Senior Manager

920-491-7576

 

 

Associated Announces Annual Meeting Results and Dividends

 

GREEN BAY, Wis. –– April 28, 2020 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2020 Annual Meeting of Shareholders.

The following directors were re-elected:

-John (Jay) B. Williams, chairman, Associated Banc-Corp, and chairman, Church Mutual Insurance Company 

-William R. Hutchinson, chairman emeritus, Associated Banc-Corp, and president, W.R. Hutchinson & Associates, Inc. 

-Philip B. Flynn, president and chief executive officer, Associated Banc-Corp 

-John F. Bergstrom, chairman and chief executive officer, Bergstrom Corp. 

-Michael T. Crowley, Jr., past chairman, Bank Mutual Corporation 

-R. Jay Gerken, director of 19 mutual funds associated with Sanford C. Bernstein Fund, Inc. 

-Judith P. Greffin, former chief investment officer, Allstate Corporation 

-Michael J. Haddad, chair of the board of directors, Schreiber Foods, Inc. 

-Robert A. Jeffe, chairman, OAG Analytics, Inc. 

-Eileen A. Kamerick, adjunct professor of law and consultant 

-Gale E. Klappa, executive chairman, WEC Energy Group 

-Richard T. Lommen, chairman, Courtesy Corp. 

-Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc. 

-Karen T. van Lith, CEO of APEL Worldwide, LLC 

Shareholders also (1) approved the Associated Banc-Corp 2020 Incentive Compensation Plan, (2) did not give advisory approval to named executive officer compensation, and (3) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2020.

The Associated Board of Directors declared a regular quarterly cash dividend of $0.18 per common share, payable on June 15, 2020, to shareholders of record at the close of business on June 1, 2020.


 

The Board of Directors also declared a regular quarterly cash dividend of $0.3828125 per depositary share on Associated’s 6.125% Series C Perpetual Preferred Stock, payable on June 15, 2020 to shareholders of record at the close of business on June 1, 2020.

The Board of Directors also declared a regular quarterly cash dividend of $0.3359375 per depositary share on Associated’s 5.375% Series D Perpetual Preferred Stock, payable on June 15, 2020 to shareholders of record at the close of business on June 1, 2020.

The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated’s 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2020 to shareholders of record at the close of business on June 1, 2020.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $34 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 240 banking locations serving more than 120 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

 

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, “target”,  or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference. 

(Back To Top)