UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): April 20, 2012
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Horizon Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
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Indiana
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000-10792
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35-1562417
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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515 Franklin Square, Michigan City, Indiana
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46360
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(Address of Principal Executive Offices)
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(Zip Code)
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(219) 879-0211
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On April 20, 2012, the Board of Directors of Horizon Bancorp (the “Company”) adopted Ownership Guidelines (the “Guidelines”). The Guidelines include requirements that the members of the Boards of Directors of the Company and its wholly owned banking subsidiary and the Company’s executive and senior officers attain and maintain a level of ownership of the Company’s common stock having a value at least equal to the following ownership thresholds specified in the Guidelines:
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Participant
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Ownership Thresholds
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Director
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3 times amount of annual retainer
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Chief Executive Officer
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3 times base salary
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Named Executive Officers (other than Chief Executive Officer)
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2 times base salary
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Senior Officers
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1 time base salary
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Until a participant meets the Ownership Threshold, or, if after meeting the Ownership Threshold, a participant’s stock ownership falls below the Ownership Threshold due to stock price fluctuations, then the participant must retain, when acquiring additional shares of the Company’s common stock, that number of shares having a value equal to the following:
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Participant
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Percentage of After-Tax Profit Associated with the Acquired Shares
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Director and Chief Executive Officer
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75%
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Named Executive Officers (other than the Chief Executive Officer) and Senior Officers
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50%
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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 hereto duly authorized.
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Date: May 2, 2012
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Horizon Bancorp
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By:
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/s/ Mark E. Secor | |
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Mark E. Secor,
Chief Financial Officer
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