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)

April 26,  2016

                                                                            Associated Banc-Corp                                                                       

(Exact name of registrant as specified in its chapter)

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)

(Zip code)

Registrant’s telephone number, including area code

920-491-7500

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

The results of the matters submitted to a shareholder vote at the Annual Meeting of Associated Banc-Corp (the “Company) held on April 26, 2016, were as follows:

(1)

 Election of the below-named nominees to the Board of Directors (the “Board) of the
Company:

Nominee

Number of
Votes

FOR

Number of
Votes

Withheld

Broker Non-

Votes

John F. Bergstrom

112,282,201

3,552,243

17,162,523

Ruth M. Crowley

112,359,718

3,474,726

17,162,523

Philip B. Flynn

113,427,267

2,407,177

17,162,523

R. Jay Gerken

113,363,637

2,470,807

17,162,523

William R. Hutchinson

113,249,952

2,584,492

17,162,523

Robert A. Jeffe

112,556,912

3,277,532

17,162,523

Eileen A. Kamerick

112,800,006

3,034,438

17,162,523

Richard T. Lommen

112,419,834

3,414,610

17,162,523

Cory L. Nettles

112,649,797

3,184,647

17,162,523

Karen T. van Lith

113,284,575

2,549,869

17,162,523

John (Jay) B. Williams

112,433,120

3,401,324

17,162,523

Each of the nominees was elected.

(2)

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

Number of Votes
FOR

Number of Votes
Against

Withheld/Abstentions

Broker Non-Votes

95,984,462

16,976,222

2,873,760

17,162,523

This matter was approved by shareholders.

(3)

Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2016:

Number of Votes
FOR

Number of Votes
Against

Withheld/Abstentions

Broker Non-Votes

130,091,878

646,935

2,258,154

0

This matter was approved by shareholders.

Item 8.01.  Other Events.

On April 26, 2016, the Board of Directors of the Company declared a dividend on the Company’s outstanding common shares, outstanding 8.00% Perpetual Preferred Stock, Series B Depositary Shares, and outstanding 6.125% Preferred Stock, Series C Depositary Shares. The news 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

99.1  News Release dated April 26, 2016

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

(Registrant)

Date:  April 26, 2016

By:   /s/ Randall J. Erickson

Randall J. Erickson

Executive Vice President, General Counsel

and Corporate Secretary

Exhibit Index

Exhibit

Number

99.1

Press Release dated April 26, 2016