0000007789FALSE12/3100000077892021-02-022021-02-020000007789exch:XNYS2021-02-022021-02-020000007789us-gaap:SeriesCPreferredStockMemberexch:XNYS2021-02-022021-02-020000007789exch:XNYSus-gaap:SeriesDPreferredStockMember2021-02-022021-02-020000007789exch:XNYSus-gaap:SeriesEPreferredStockMember2021-02-022021-02-020000007789exch:XNYSus-gaap:SeriesFPreferredStockMember2021-02-022021-02-02

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) February 2, 2021
                                                                            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))

Securities Registered Pursuant to Section 12(b) of the act:
Title of each class Trading symbol Name of each exchange on which registered
Common stock, par value $0.01 per share ASB New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 6.125% Non-Cum. Perp Pref Stock, Srs C ASB PrC New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.375% Non-Cum. Perp Pref Stock, Srs D ASB PrD New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E ASB PrE New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.625% Non-Cum. Perp Pref Stock, Srs F ASB PrF New York Stock Exchange
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 
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.




5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 2, 2021, the Board of Directors of Associated Banc-Corp (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective the same day. The amendments to the Bylaws modified Sections 3 and 4 of Article II to clarify that the Company may hold meetings of its shareholders by remote communications (the “Amendments”).

The preceding description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)






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: February 3, 2021 /s/ Randall J. Erickson
 
Randall J. Erickson
  Executive Vice President, General Counsel and Corporate Secretary
  
 
 

EXHIBIT 3.1 Explanatory Note: Attached below are Sections 3 and 4 of Article II of the Company’s Amended and Restated Bylaws, which were amended as set forth below. Only Sections 3 and 4 of Article II of the Amended and Restated Bylaws are included (as restated in such sections entireties) in this exhibit to the Company’s Form 8-K. Text that was added is underlined and bolded. ARTICLE II SHAREHOLDERS Section 3 - Place of Meeting The Board of Directors may designate any place, within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors and may, in their sole discretion, determine that a virtual meeting of shareholders by means of remote communication shall be held instead of a physical meeting of the shareholders. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any place, including by remote communication, as designated by vote of a majority of the shares represented thereat. Section 4 - Notice of Meeting Notice stating the place (including, as applicable, virtually by remote communication), day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting, such notice to be delivered in accordance with the provisions of Article XIV below. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened; and