ASSOCIATED BANC-CORP (Form: 8-K, Received: 04/27/2022 16:14:57)

0000007789 NYSE NYSE NYSE false 0000007789 2022-04-26 2022-04-26 0000007789 us-gaap:CommonClassAMember 2022-04-26 2022-04-26 0000007789 us-gaap:SeriesEPreferredStockMember 2022-04-26 2022-04-26 0000007789 us-gaap:SeriesFPreferredStockMember 2022-04-26 2022-04-26 iso4217:USD xbrli:shares

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 26, 2022

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 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 26, 2022, Associated Banc-Corp (the “Company”) conducted its 2022 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:

Number ofNumber of

ForVotesBroker Non-

Nominee Votes Withheld Votes

R. Jay Gerken 112,889,577871,23212,625,516

Judith P. Greffin 112,232,2221,528,58712,625,516

Michael J. Haddad 112,318,3921,442,41712,625,516

Andrew J. Harmening 112,515,3861,245,42312,625,516

Robert A. Jeffe 110,580,9703,179,83912,625,516

Eileen A. Kamerick 109,299,2924,461,51712,625,516

Gale E. Klappa 100,051,74813,709,06112,625,516

Cory L. Nettles 111,978,9701,781,83912,625,516

Karen T. van Lith 110,821,9772,938,83212,625,516

John (Jay) B. Williams 111,854,0071,906,80212,625,516

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 Number of VotesBroker

FOR Against Withheld/Absentions Non-Votes

107,415,3505,742,178603,28112,625,516

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, 2022:

Number of Votes Number of VotesBroker

FOR Against Withheld/Absentions Non-Votes

122,864,7383,006,590514,9970

The matter was approved by the Company’s shareholders.

Item 8.01. Other Events.

On April 26, 2022, the Board declared a dividend on the Company’s outstanding common stock; outstanding 5.875% Preferred Stock, Series E Depositary Shares; and outstanding 6.125% Series F Depositary Shares.

The press release issued by the Company on April 26, 2022 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 26, 2022

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 26, 2022	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 and Dividends

GREEN BAY, Wis. –– April 26, 2022 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2022 Annual Meeting of Shareholders.

The following directors were re-elected:

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

Insurance Company

-Andrew J. Harmening, president and chief executive officer, Associated Banc-Corp

-R. Jay Gerken, director of 17 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, founder and 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 2022.

The Associated Board of Directors declared a regular quarterly cash dividend of $0.20 per common share, payable on June 15, 2022, to shareholders of record at the close of business on June 1, 2022.

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, 2022, to shareholders of record at the close of business on June 1, 2022.

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, 2022, to shareholders of record at the close of business on June 1, 2022.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $35 billion and is Wisconsin's largest bank holding company. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota. The company also operates loan production offices in Indiana, Michigan, Missouri, New York, 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,” "target," “outlook,” “project,” "guidance," 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.