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): July 8, 2021
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
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Wisconsin |
001-31343 |
39-1098068 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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433 Main Street Green Bay, Wisconsin 54301 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, Par Value $0.01 per share |
ASB |
New York Stock Exchange |
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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 |
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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 |
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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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 8, 2021, Associated Banc-Corp (the “Company”) filed a Certificate regarding its 6.125% Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”) with the Wisconsin Department of Financial Institutions to eliminate from its Amended and Restated Articles of Incorporation (the “Articles”) all matters set forth in the Articles regarding the shares of Series C Preferred Stock. All outstanding shares of the Series C Preferred Stock were redeemed by the Company on June 15, 2021, and the Series C Preferred Stock was delisted from the New York Stock Exchange as of such date.
The Certificate relating to the Series C Preferred Stock, which became effective on the date of filing, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate relating to the Series C Preferred Stock effective July 8, 2021
104 Cover Page Interactive Date File (embedded within the Inline XBRL Document)
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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 thereunto duly authorized.
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ASSOCIATED BANC-CORP (Registrant) |
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By: /s/ Randall J. Erickson Name:Randall J. Erickson Title:Executive Vice President, General Counsel and Corporate Secretary
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Dated: July 9, 2021
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EXHIBIT 3.1
ASSOCIATED BANC-CORP
CERTIFICATE RELATING TO
THE
SERIES C PREFERRED STOCK
Pursuant to Section 180.0602
of the Wisconsin Business Corporation Law
The undersigned, Associated Banc-Corp, a Wisconsin corporation (the “Company”), in accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, for the purposes of eliminating from the Amended and Restated Articles of Incorporation of the Company (the “Articles”) all matters set forth in the Articles of Amendment to the Articles regarding the 6.125% Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”) of the Company filed with the Wisconsin Department of Financial Institutions on June 4, 2015 (the “Articles Amendment”) with respect to the Series C Preferred Stock, par value $1.00 per share, of the Company for purposes of cancelling the Series C Preferred Stock, hereby certifies that:
1.The undersigned is the duly elected and acting Executive Vice President, General Counsel and Corporate Secretary.
2.In accordance with the provisions of Section 180.0602 of Wisconsin Business Corporation Law, the Board of Directors of the Company has adopted the following resolutions on April 27, 2021 eliminating from the Articles all matters set forth in the Articles Amendment with respect to the Series C Preferred Stock for purposes of cancelling the Series C Preferred Stock:
WHEREAS, pursuant to Sections 180.1002(8) and 180.0602(3)(b)(2) of the Wisconsin Business Corporation Law, the Board may eliminate from the Articles by amendment the provisions thereof related to the shares of Series C Preferred Stock without shareholder approval, provided that no shares of the Series C Preferred Stock are then outstanding.
NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized for and in the name of the Company to take or cause to be taken such actions as are necessary or advisable to effect the elimination from the Articles the provisions thereof related to the shares of Series C Preferred Stock, including, without limitation, the preparation, execution and filing of an appropriate certification and articles of amendment with the Wisconsin Department of Financial Institutions.
3. All outstanding shares of the Series C Preferred Stock were redeemed by the Company as of June 15, 2021.
The undersigned declares under penalty of perjury under the laws of the State of Wisconsin that the matters set out in the foregoing Certificate are true of his own knowledge and that the
foregoing Certificate has been duly adopted by the Company’s Board of Directors in accordance with the Wisconsin Business Corporation Law.
Executed at Milwaukee, Wisconsin, on July 7, 2021.
ASSOCIATED BANC-CORP
By:/s/ Randall J. Erickson
Name:Randall J. Erickson
Title:Executive Vice President, General Counsel and Corporate Secretary
Drafted by:
Brian D. Anhalt
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
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