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EX-99.1 - PRESS RELEASE DATED APRIL 24, 2018 - ASSOCIATED BANC-CORP | exhibit991.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) | April 24, 2018 |
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) |
Registrants telephone number, including area code | 920-491-7500 |
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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): [ ] 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)) 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 o
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. o |
Item 5.07. Submission of Matters to a Vote of Security Holders. |
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The results of the matters submitted to a shareholder vote at the 2018 Annual Meeting of Shareholders of Associated Banc-Corp (the Company) held on April 24, 2018 were as follows: |
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(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 | 125,117,987 | 3,106,550 | 20,000,282 |
Michael T. Crowley, Jr. | 127,174,596 | 1,049,941 | 20,000,282 |
Philip B. Flynn | 127,429,432 | 795,105 | 20,000,282 |
R. Jay Gerken | 127,543,058 | 681,479 | 20,000,282 |
Judith P. Greffin | 127,662,908 | 561,629 | 20,000,282 |
William R. Hutchinson | 127,384,016 | 840,521 | 20,000,282 |
Robert A. Jeffe | 127,474,713 | 749,824 | 20,000,282 |
Eileen A. Kamerick | 124,947,256 | 3,277,281 | 20,000,282 |
Gale E. Klappa | 104,380,052 | 23,844,485 | 20,000,282 |
Richard T. Lommen | 124,910,272 | 3,314,265 | 20,000,282 |
Cory L. Nettles | 127,458,662 | 765,875 | 20,000,282 |
Karen T. van Lith | 125,356,110 | 2,868,427 | 20,000,282 |
John (Jay) B. Williams | 127,715,887 | 508,650 | 20,000,282 |
Each of the nominees was elected.
(2) Advisory approval of the Companys named executive officer compensation:
Number of Votes FOR | Number of Votes Against | Withheld/Abstentions | Broker Non-Votes |
101,470,453 | 25,552,231 | 1,201,853 | 20,000,282 |
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(3) Advisory vote on the frequency of votes on advisory approval of the Companys named executive officer compensation:
One Year | Two Years | Three Years | Withheld/Abstentions |
114,716,019 | 305,272 | 12,646,016 | 557,230 |
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The Companys shareholders approved one year as the frequency of shareholder votes on the Companys named executive officer compensation. Consistent with the recommendation by the Board of Directors of the Company (the Board) and in light of the vote of the Companys shareholders on this proposal, the Board has determined that the Company will hold an advisory vote on the Companys named executive officer compensation on an annual basis.
(4)
Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2018:
Number of Votes FOR | Number of Votes Against | Withheld/Abstentions | Broker Non-Votes |
144,237,351 | 3,435,073 | 552,395 | 0 |
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This matter was ratified by the Companys shareholders.
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Item 8.01. Other Events. |
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On April 24, 2018, the Board declared a dividend on the Companys outstanding common stock, outstanding 6.125% Perpetual Preferred Stock, Series C Depositary Shares, and outstanding 5.375% Preferred Stock, Series D Depositary Shares. On April 24, 2018, the Board also authorized the repurchase of up to $100 million of the Companys common stock. This repurchase authorization is in addition to the authority remaining under the previous program. The press release containing this information is attached as Exhibit 99.1 and is incorporated herein by reference. |
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Item 9.01. Financial Statements and Exhibits. |
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(d) Exhibits |
99.1 Press Release dated April 24, 2018 |
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SIGNATURES | |
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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. | |
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| Associated Banc-Corp |
| (Registrant) |
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Date: April 26, 2018 | By: /s/ Randall J. Erickson |
| Randall J. Erickson |
| Executive Vice President, General Counsel and |
| Corporate Secretary |
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