false000003478200000347822022-04-212022-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2022
1st Source Corporation
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Indiana | 0-6233 | 35-1068133 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
100 North Michigan Street, South Bend, Indiana 46601
(Address of principal executive offices) (Zip Code)
574-235-2000
(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:
☐ 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(s) | | Name of each exchange on which registered |
| Common Stock - without par value | | SRCE | | The NASDAQ Stock Market LLC |
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. o
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The following actions were taken by the shareholders of 1st Source Corporation (the “Company”) at the annual shareholders’ meeting held April 21, 2022:
1. Election of Directors
The directors named below were elected to the Board of Directors, as follows:
Terms Expiring in April, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Vote |
| Isaac P. Torres | | 21,747,874 | | 80,932 | | 14,262 | | 1,675,826 |
| John F. Affleck-Graves | | 21,017,054 | | 820,833 | | 5,181 | | 1,675,826 |
| Daniel B. Fitzpatrick | | 15,013,736 | | 6,747,857 | | 81,475 | | 1,675,826 |
| Christopher J. Murphy IV | | 21,196,637 | | 641,791 | | 4,640 | | 1,675,826 |
In addition, the following directors continued in office after the 2022 annual meeting:
| | | | | | | | |
| Terms Expiring in April, 2023: | | Terms Expiring in April, 2024: |
| Vinod M. Khilnani | | Melody Birmingham |
| Christopher J. Murphy III | | Tracy D. Graham |
| Timothy K. Ozark | | Mark D. Schwabero |
| Todd F. Schurz | | Ronda Shrewsbury |
2. Ratification of the appointment of BKD LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2022
The Audit Committee has appointed BKD LLP as the independent registered public accounting firm for 1st Source for the fiscal year ending December 31, 2022.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Vote |
| 23,501,603 | | 7,034 | | 10,257 | | — |
ITEM 8.01 Other Events.
On April 22, 2022, 1st Source Corporation issued a news release announcing the election of a new member to the 1st Source Corporation board of directors. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
The following exhibit shall not be deemed as “filed” for purposes of the Securities and Exchange Act of 1934, as amended.
(d) Exhibit:
101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business reporting Language).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
SIGNATURE
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.
| | | | | | | | |
| | 1st SOURCE CORPORATION |
| | (Registrant) |
| | |
| | |
| Date: April 22, 2022 | | /s/ BRETT A. BAUER |
| | Brett A. Bauer |
| | Treasurer and Chief Financial Officer |
| | Principal Accounting Officer |
Exhibit 99.1
| | | | | | | | | | | | | | |
| Contact: | | | | For Immediate Release: |
| Lindsey Horner | | | | April 22, 2022 |
| hornerl@1stsource.com | | | |
| 574-235-2506 | | | | |
1st Source Elects New Member to its Board of Directors
International business leader to bring extensive leadership skills
South Bend, Ind. (April 22, 2022) – 1st Source Corporation announces the election of Isaac P. Torres to its Board of Directors. Mr. Torres is President and Chief Executive Officer of InterCambio Express, Inc., an internet-based money transfer service with a U.S.A. headquarters in Elkhart, Ind. and a Mexican subsidiary located in Puebla, Mexico. Mr. Torres has expertise in internet-based industries and international payment systems as well as extensive skills in finance, accounting compliance and international business.
“We are pleased our shareholders voted to add Mr. Torres to our Board, and we look forward to his contributions to the leadership and vision for the future of 1st Source. His business background and decades of experience will blend well with our already strong Board,” states Christopher J. Murphy III, Chairman and Chief Executive Officer of 1st Source.
Mr. Torres qualifies as an Audit Committee financial expert under SEC guidelines. He serves on the boards of the Community Foundation of Elkhart County, Women’s Care Center and RISE-Moxie. He is a Committee Member of the South Bend & Elkhart Regional Partnership - Diversity & Inclusion Committee and the Indiana University Foundation Board. Mr. Torres holds a bachelor’s degree in Accounting from the National Autonomous University of Mexico and an MBA from Indiana University. He has also attained the Certified Anti-Money Laundering Specialist (CAMS) designation.
This election comes as three current board members - John F. Affleck-Graves, Chaired Professor of Finance, and former Executive Vice President and Chief Financial Officer of the University of Notre Dame, Daniel B. Fitzpatrick, founder, Chairman and Chief Executive Officer of Quality Dining, Inc., and Christopher J. Murphy IV, co-founder, owner and Chief Executive Officer of Catharsis Productions, LLC - were also re-elected to continue their service to the 1st Source Corporation Board of Directors.
All four above mentioned directors have been elected to terms that end April 2025 and will be subject to re-election at that time.
| | | | | | | | |
| | |
| | |
| Isaac P. Torres | | John F. Affleck-Graves |
| | |
| | |
| | |
| Daniel B. Fitzpatrick | | Christopher J. Murphy IV |
1st Source Corporation, parent company of 1st Source Bank, has assets of $8.0 billion and is the largest locally controlled financial institution headquartered in the northern Indiana-southwestern Michigan area. The Corporation includes 79 banking centers, 18 1st Source Bank Specialty Finance Group locations nationwide, nine Trust and Wealth Advisory Services locations and 10 1st Source Insurance offices. For more than 155 years, 1st Source has been committed to our mission of helping our clients achieve security, build wealth and realize their dreams. For more information, visit www.1stsource.com.
###
