Attached files
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EX-99.3 - EX-99.3 - ASSOCIATED BANC-CORP | c54694exv99w3.htm |
EX-99.1 - EX-99.1 - ASSOCIATED BANC-CORP | c54694exv99w1.htm |
EX-99.4 - EX-99.4 - ASSOCIATED BANC-CORP | c54694exv99w4.htm |
EX-99.2 - EX-99.2 - ASSOCIATED BANC-CORP | c54694exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 16, 2009
Associated Banc-Corp
Wisconsin | 0-5519 and 001-31343 | 39-1098068 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
1200 Hansen Road, Green Bay, | ||
Wisconsin | 54304 | |
(Address of principal executive | (Zip Code) | |
offices) |
Registrants telephone number, including area code: 920-491-7000
Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Philip B. Flynn as President and Chief Executive Office and a Director
On November 16, 2009, Associated Banc-Corp (the Company) announced that it had elected Philip B.
Flynn to serve as the President and Chief Executive Officer of the Company and as a member of the
Board of Directors of the Company (the Board) effective December 1, 2009 or such earlier date as
Mr. Flynn commences employment with the Company. Mr. Flynn will also serve as President and Chief
Executive Officer and as a director of Associated Bank, National Association.
Prior to joining the Company, Mr. Flynn, age 52, was previously employed by Union Bank of
California since 1980. Most recently, he served as Vice Chairman and Chief Operating Officer of
UnionBanCal and Union Bank since March 2005. He served as Vice Chairman and head of the Commercial
Financial Services Group of UnionBanCal and Union Bank from April 2004 to March 2005. He served as
Executive Vice President and Chief Credit Officer of UnionBanCal and Union Bank from September 2000
to April 2004, as Executive Vice President and head of Specialized Lending from May 2000 to
September 2000 and as Executive Vice President and head of the Commercial Banking Group from June
1998 to May 2000. Mr. Flynn has been a Director of UnionBanCal since April 2004. Mr. Flynn has a
B.A. in economics from Claremont McKenna College in Claremont, California.
The Board has not determined Mr. Flynns committee appointments. There is no arrangement or
understanding between Mr. Flynn and any other persons pursuant to which Mr. Flynn was selected as a
director or officer of the Company.
Terms of Employment
The Board, based on the approval and recommendation of the Compensation and Benefits Committee,
entered into an Employment Agreement with Mr. Flynn dated as of November 16, 2009 (the
Agreement). The Agreement provides that Mr. Flynn shall commence employment no later than
December 1, 2009 and is an at will employee and specifies the terms of compensation through
December 31, 2011 (the Term).
The Agreement specifies the following annual compensation during the Term (which shall be prorated
for any partial period of employment during the Term):
Base Salary: $1,200,000 payable in cash in accordance with the Companys payroll policies.
Share Salary: $2,256,000 payable at the time that Base Salary is payable to Mr. Flynn, net
of applicable tax withholdings and deductions, in grants of shares of the Companys common stock,
having a fair market value on the date of grant equal to the pro rata portion of the salary payable
on each such pay date pursuant to the terms of the Companys 2003 Long-Term Incentive Plan or its
successor equity incentive plan (the LTIP). Each share payable to Mr. Flynn as Share Salary
shall be fully vested as of the date of grant, and shall be subject to restrictions on transfer
that lapse as follows: Share Salary paid in the following periods lapse on the first business day
of the following respective years: during calendar year 2009 2011; during the months of January,
February, March and April the first calendar year following the calendar year in which such
shares were paid; during the months of May, June, July and August the second calendar year
following the calendar year in which such shares were paid; and during the months of September,
October, November and December the third calendar year following the calendar year in which such
shares were paid.
Restricted Shares: $1,200,000 payable in restricted shares of the Companys common stock or
restricted stock units (Restricted Stock), based on their fair market value at the date of grant.
The grant dates will be the date Mr. Flynn commences employment for the 2009 grant and the first
business day of subsequent years during the Term. The Restricted Stock will vest in 25% increments
on the dates that the Company makes repayments in 25% increments of the aggregate funds received by
the Company under the U.S. Treasurys TARP program. If Mr. Flynns employment with the Company is
terminated for any reason other than as a result of Mr. Flynns death or
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disability or a change in control of the Company, within two years of the date on which an award of
Restricted Stock is granted, Mr. Flynn shall forfeit such award in accordance with the TARP
requirements.
Supplemental Retirement Benefit: 9.5% of Base Salary and Share Salary (each at their annual
rate) less the applicable dollar limitation in effect for such calendar year set forth in Section
401(a)(17) of the Internal Revenue Code (currently $245,000) payable on the last day of each
payroll period (the Supplemental Retirement Benefit). Each Supplemental Retirement Benefit
accrual will be vested on the date of such accrual and will be distributed in a lump sum upon Mr.
Flynns separation from service within the meaning of Section 409A of the Internal Revenue Code.
The Companys obligation to accrue for the Supplement Retirement Benefit continues during Mr.
Flynns employment following the Term.
During Mr. Flynns employment, the Company shall make available to Mr. Flynn such fringe and other
benefits and perquisites as are regularly and generally provided to the other senior executives of
the Company, subject to the terms and conditions of any employee benefit plans and arrangements
maintained by the Company and all applicable TARP requirements, including, without limitation, the
restriction on tax gross-up payments. The Company will reimburse the reasonable expenses of Mr.
Flynn in connection with him entering into the Agreement. The Agreement provides for the Companys
indemnification of Mr. Flynn subject to applicable law and the Companys bylaws and maintenance of
directors and officers insurance coverage for the later of six years or the date that claims
would be time barred with coverage to Mr. Flynn no less favorable than coverage provided to any
current or former executive.
During Mr. Flynns employment, Mr. Flynn is subject to confidentiality provisions and restrictive
covenants, including non-competition and non-solicitation covenants. Following the termination of
his employment, Mr. Flynn is subject to the non-competition and non-solicitation of customers
covenants for six months and the non-solicitation of employees for one year.
The Agreement provides for compliance with any golden parachute payment limitations and any other
compensation limitations under TARP. Further, the Agreement does not provide for severance and tax
gross-ups.
The foregoing brief description of the terms and conditions of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Since January 1, 2008, there have been no transactions, and there are no currently proposed
transactions, to which the Company was or is a participant and in which Mr. Flynn had or is to have
a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of
Regulation S-K.
2003 Long-Term Incentive Stock Plan
In connection with the Agreement, the Board approved the Amendment to the Associated Banc-Corp 2003
Long-Term Incentive Stock Plan (the Amendment). The Amendment provides for the issuance of
restricted stock units.
In connection with the Agreement, the Board approved the Form of Restricted Stock Unit Grant
Agreement (the Grant Agreement). The Grant Agreement was approved in order to issue restricted
stock units under the Associated Banc-Corp 2003 Long-Term Incentive Stock Plan.
The foregoing brief description of the terms and conditions of the Amendment and the Grant
Agreement does not purport to be complete and is qualified in its entirety by reference to the
Amendment and Grant Agreement, which are filed as Exhibit 99.2 and Exhibit 99.3, respectively,
hereto and are incorporated herein by reference.
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Retirement of Paul S. Beideman
Paul S. Beideman will retire as Chairman, director and Chief Executive Officer of the Company and
Associated Bank, National Association, upon Mr. Flynns commencement of employment and will remain
employed as an at will employee of the Company until February 1, 2010 to facilitate the CEO
transition.
Through the end of his employment, Mr. Beideman will continue to receive his current base salary
and participate in the benefits programs as disclosed in the Companys Proxy Statement for the 2009
Annual Meeting of Shareholders. The Company has not entered into any compensation agreement with
Mr. Beideman in connection with his retirement. Following his employment, Mr. Beideman will receive
the benefits under the Companys retirement plans disclosed for him in the Companys Proxy
Statement for the 2009 Annual Meeting of Shareholders.
The Company is not aware of any disagreement between Mr. Beideman and the Company on any matter
relating to the Companys operations, policies or practices.
Appointment of William R. Hutchinson, Chairman of the Board
On November 16, 2009, the Company also announced that the Board elected William R. Hutchinson as
its Chairman effective December 1, 2009. Mr. Hutchinson has served as a director of the Company
since April 1994 and has served as Lead Independent Director since April 2009.
Mr. Hutchinsons compensation as Chairman
is expected to be determined at the regularly scheduled meeting of
the Compensation and Benefits Committee in January 2010.
A copy of the press release announcing these appointments is attached hereto as Exhibit 99.4 and is
incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1
|
Employment Agreement between Philip B. Flynn and Associated Banc-Corp dated as of November 16, 2009. | |
99.2
|
Amendment to Associated Banc-Corp 2003 Long-Term Incentive Stock Plan effective November 15, 2009. | |
99.3
|
Form of Restricted Stock Unit Grant Agreement. | |
99.4
|
Press Release by Associated Banc-Corp dated November 16, 2009. |
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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.
Associated Banc-Corp |
||||
November 16, 2009 | By: | 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
|
Employment Agreement between Philip B. Flynn and Associated Banc-Corp dated as of November 16, 2009. | |
99.2
|
Amendment to Associated Banc-Corp 2003 Long-Term Incentive Stock Plan effective November 15, 2009. | |
99.3
|
Form of Restricted Stock Unit Grant Agreement. | |
99.4
|
Press Release by Associated Banc-Corp dated November 16, 2009. |
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