ASSOCIATED BANC-CORP (Form: 8-K, Received: 04/28/2021 15:07:59)

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 27, 2021

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

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, including zip code)

Registrant’s telephone number, including area code: (920) 491-7500

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, 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.[ ]

Item 5.07.	Submission of Matters to a Vote of Security Holders.
On April 27, 2021, Associated Banc-Corp (the “Company”) conducted its 2021 Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
`(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			111,414,979		3,313,296		15,984,060
Philip B. Flynn			113,466,839		1,261,436		15,984,060
R. Jay Gerken			113,911,674		816,601		15,984,060
Judith P. Greffin			113,256,576		1,471,699		15,984,060
Michael J. Haddad			113,260,926		1,467,349		15,984,060
Robert A. Jeffe			112,614,313		2,113,962		15,984,060
Eileen A. Kamerick			110,720,781		4,007,494		15,984,060
Gale E. Klappa			103,274,171		11,454,104		15,984,060
Cory L. Nettles			113,118,228		1,610,047		15,984,060
Karen T. van Lith			110,959,544		3,768,731		15,984,060
John (Jay) B. Williams			113,653,807		1,074,468		15,984,060

Each of the nominees was elected by the Company’s shareholders.


`(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
107,835,171		5,977,626		915,478		15,984,060

The matter was approved by the Company’s shareholders.

`(3)`Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2021:
Number of Votes FOR		Number of Votes Against		Withheld/Abstentions		Broker Non-Votes
127,134,034		3,265,814		312,487		0

This matter was approved by the Company’s shareholders.

Item 8.01. Other Events.

On April 27, 2021, the Board declared a dividend on the Company’s outstanding common stock; outstanding 6.125% Perpetual Preferred Stock, Series C Depositary Shares; outstanding 5.375% Preferred Stock, Series D Depositary Shares; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.

In addition, on April 27, 2021, the Board called for redemption on June 15, 2021 (the “Redemption Date”) of all of its outstanding depositary shares representing a 1/40th interest in a share of the Company’s 6.125% Perpetual Preferred Stock, Series C (the “Series C Depositary Shares”). There are currently 2,600,000 Series C Depositary Shares outstanding. The Series C Depositary Shares will be redeemed at a redemption price of $25 per Series C Depositary Share, plus an amount equal to any declared and unpaid dividends to the Redemption Date.

The press release issued by the Company on April 27, 2021 relating to the foregoing information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1Press Release dated April 27, 2021

104Cover Page Interactive Data File the cover page XBRL tags are 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: April 27, 2021	By: /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT 99.1

NEWS RELEASE

Investor Contact:

Ben McCarville, Vice President, Director of Investor Relations

920-491-7059

Media Contact:

Jennifer Kaminski, Vice President, Public Relations Senior Manager

920-491-7576

Associated Announces Annual Meeting Results, Dividends, and Redemption of Depositary Shares Representing Interests in 6.125% Perpetual Preferred Stock, Series C

GREEN BAY, Wis. –– April 27, 2021 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2021 Annual Meeting of Shareholders.

The following directors were re-elected:

-John (Jay) B. Williams, chairman, Associated Banc-Corp, and chairman, Church Mutual Insurance Company

-Philip B. Flynn, president and chief executive officer, Associated Banc-Corp

-John F. Bergstrom, chairman and chief executive officer, Bergstrom Corp.

-R. Jay Gerken, director of 19 mutual funds associated with Sanford C. Bernstein Fund, Inc.

-Judith P. Greffin, former chief investment officer, Allstate Corporation

-Michael J. Haddad, chair of the board of directors, Schreiber Foods, Inc.

-Robert A. Jeffe, senior operating partner, BlackWatch

-Eileen A. Kamerick, adjunct professor of law and consultant

-Gale E. Klappa, executive chairman, WEC Energy Group

-Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc.

-Karen T. van Lith, CEO of APEL Worldwide, LLC

Shareholders also (1) gave advisory approval to named executive officer compensation, and (2) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2021.

Dividends

The Associated Board of Directors declared a regular quarterly cash dividend of $0.18 per common share, payable on June 15, 2021, to shareholders of record at the close of business on June 1, 2021.

The Board of Directors also declared a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp’s 6.125% Series C Perpetual Preferred Stock, payable on June 15, 2021 to shareholders of record at the close of business on June 1, 2021.

The Board of Directors also declared a regular quarterly cash dividend of $0.3359375 per depositary share on Associated’s 5.375% Series D Perpetual Preferred Stock, payable on June 15, 2021 to shareholders of record at the close of business on June 1, 2021.

The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated’s 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2021 to shareholders of record at the close of business on June 1, 2021.

The Board of Directors also declared a regular quarterly cash dividend of $0.3515625 per depositary share on Associated’s 5.625% Series F Perpetual Preferred Stock, payable on June 15, 2021 to shareholders of record at the close of business on June 1, 2021.

6.125% Perpetual Preferred Stock, Series C Redemption

In addition, the Board called for redemption on June 15, 2021 (the “Redemption Date”) of all of its outstanding depositary shares (NYSE: ASB PR C) representing a 1/40th interest in a share of Associated’s 6.125% Perpetual Preferred Stock, Series C (the “Depositary Shares”). As of today, there are 2,600,000 Depositary Shares outstanding. The Depositary Shares will be redeemed at a redemption price of $25 per Depositary Share, plus an amount equal to any declared and unpaid dividends to the Redemption Date.

A notice of redemption and related materials will be transmitted to holders of record of the Depositary Shares on April 27, 2021. The Depositary Shares are held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Equiniti Trust Company, in accordance with the Deposit Agreement among Associated, Wells Fargo Bank, N.A. (now known as Equiniti Trust Company) and the Holders from Time to Time of the Depositary Receipts Described Therein, dated as of June 8, 2015. Questions related to the notice of redemption and related materials should be directed to Equiniti Trust Company, as Associated’s redemption agent (the “Redemption Agent”), at 1-800-468-9716. The Redemption Agent’s address is Equiniti Trust Company, Attn: Corporate Actions Department, 1110 Centre Pointe Curve Suite 101, Mendota Heights, MN 55120.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $35 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 220 banking locations serving more than 120 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, “target”, or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference.