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EX-99 - GERMAN AMERICAN BANCORP, INC. | v194423_ex99.htm |
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):
August
16, 2010
GERMAN
AMERICAN BANCORP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Indiana
(State or
Other Jurisdiction of Incorporation)
001-15877
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35-1547518
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(Commission
File Number)
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(IRS
Employer Identification No.)
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711
Main Street
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Box
810
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Jasper,
Indiana
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47546
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(812)
482-1314
(Registrant’s
Telephone Number, Including Area Code)
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
Principal Officers; Election of Directors; Appointment of Principal
Officers.
Effective
August 16, 2010, the Board of Directors of the Registrant (the "Board")
increased the size of the Board from eight to nine members, allocated the
vacancy caused by the increase in size of the Board to the class of directors
that has terms expiring at the annual meeting of shareholders to be held in the
year 2013, and elected Thomas W. Seger to fill that vacancy (to serve until the
annual meeting of shareholders in 2013, and until his successor is elected and
has qualified).
The Board
also determined that Mr. Seger had no relationship to the Corporation or its
officers or directors, which, in the opinion of the Board, would interfere with
the exercise of his duties as a director, and that Mr. Seger was therefore
independent for purposes of the application of the Board independence standards
established by rules of NASDAQ.
The Board
also appointed Mr. Seger to be a new member, effective August 16, 2010, of the
following committees of the Board of the Registrant and of its bank
subsidiary:
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·
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Compensation/Human
Resources Committee
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·
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Audit
Committee
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·
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Credit
Risk Management Committee
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German
American Bancorp issued a press release announcing the election of Mr. Seger on
August 16, 2010, which is filed as Exhibit 99 to this Report, and is
incorporated herein by reference.
Item
9.01. Financial Statements And
Exhibits.
(c) Exhibits
99 Press
Release, dated August16, 2010.
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.
GERMAN
AMERICAN BANCORP, INC.
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Date:
August 16, 2010
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By:
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/s/ Mark A. Schroeder |
Mark
A. Schroeder, Chairman and
CEO
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INDEX TO
EXHIBITS
Exhibit No.
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Description
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99
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Press
Release, dated August 16,
2010.
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