ASSOCIATED BANC-CORP (Form: 8-K, Received: 05/02/2024 16:12:58)

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)

April 30, 2024

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)	(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(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ASB	The 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	The 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	The New York Stock Exchange
6.625% Fixed-Rate Reset Subordinated Notes due 2033	ASBA	The 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 30, 2024, Associated Banc-Corp (the “Company”) conducted its 2024 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
R. Jay Gerken		119,824,991		754,595		12,604,797
Judith P. Greffin		119,885,289		694,297		12,604,797
Michael J. Haddad		119,948,252		631,334		12,604,797
Andrew J. Harmening		119,221,476		1,358,110		12,604,797
Robert A. Jeffe		118,318,629		2,260,957		12,604,797
Rodney Jones-Tyson		119,792,924		786,662		12,604,797
Eileen A. Kamerick		115,080,850		5,498,736		12,604,797
Gale E. Klappa		117,473,715		3,105,871		12,604,797
Cory L. Nettles		117,672,020		2,907,566		12,604,797
Karen T. van Lith		118,416,305		2,163,281		12,604,797
John (Jay) B. Williams		118,802,904		1,776,682		12,604,797

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
116,651,951			3,099,086			828,549			12,604,797

The matter was approved by the Company’s shareholders.

(3)

Advisory vote on the frequency of votes on advisory approval of the Company’s named executive officer compensation:

One Year		Two Years			Three Years			Withheld/Abstentions
107,602,787			591,516			12,012,277			373,006

The Company’s shareholders approved one year as the frequency of shareholder votes on the Company’s named executive officer compensation. Consistent with the recommendation by the Board of Directors of the Company (the “Board”) and in light of the vote of the Company’s shareholders on this proposal, the Board has determined that the Company will hold an advisory vote on the Company’s named executive officer compensation on an annual basis.

(4)	Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024:

Number of Votes FOR		Number of Votes Against			Withheld/Abstentions			Broker Non-Votes
130,700,996			2,057,333			426,054			0

This matter was approved by the Company’s shareholders.

Item 8.01. Other Events.

On April 30, 2024, 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 30, 2024, 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.

(d) Exhibits

99.1		Press Release dated April 30, 2024

104		Cover 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: May 2, 2024	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:

Marilka Vélez, Senior Vice President, Senior Director of Marketing

920-491-7518

Associated Announces Annual Meeting Results and Dividends

GREEN BAY, Wis. –– April 30, 2024 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2024 Annual Meeting of Shareholders.

Annual Meeting Results

The following directors were 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

Rodney Jones-Tyson, global chief human resources officer, Baird Financial Group

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) approved named executive officer compensation, (2) approved an annual vote on Associated Banc-Corp’s named executive officer compensation, and (3) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2024.

Dividends Declared

The Associated Board of Directors declared a regular quarterly cash dividend of $0.22 per common share, payable on June 17, 2024, to shareholders of record at the close of business on June 3, 2024.

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 17, 2024, to shareholders of record at the close of business on June 3, 2024.

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 17, 2024, to shareholders of record at the close of business on June 3, 2024.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $41 billion and is the largest bank holding company based in Wisconsin. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from nearly 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.

	NEWS RELEASE
	Investor Contact:
	Ben McCarville, Vice President, Director of Investor Relations
	920-491-7059

	Media Contact:
	Marilka Vélez, Senior Vice President, Senior Director of Marketing
	920-491-7518