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 24, 2012
Associated Banc-Corp
(Exact name of registrant as specified in its chapter)
Wisconsin | 001-31343 | 39-1098068 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
1200 Hansen Road, Green Bay, Wisconsin | 54304 | |||
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code 920-491-7000
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 (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)) |
Item 3.03. Material Modification to Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Shareholders of Associated Banc-Corp (the Company) held on April 24, 2012 (the Annual Meeting), shareholders of the Company approved an amendment to the Companys Amended and Restated Articles of Incorporation relating to its preferred stock (the Amendment). The Amendment became effective upon filing with the Wisconsin Department of Financial Institutions on April 25, 2012. The Amendment amends and restates Article III, Section 2 of the Companys Amended and Restated Articles of Incorporation. In addition, the Amendment deletes Article III, Sections 3, 4, 5 and 6 in their entirety, and Article III, Sections 7, 8 and 9 are re-numbered 3, 4 and 5, respectively. Previously, Article III, Sections 2, 3, 4, 5 and 6 required that any preferred stock issued by the Company include certain mandatory, minimum rights, including (1) a requirement that dividends be cumulative, (2) a limitation disallowing any dividends to be paid on the Companys common stock if there are any accrued dividends on the preferred stock which have not been paid, or been declared and a sum set aside for payment, and (3) a liquidation preference. The Amendment has the effect of eliminating these minimum requirements with respect to preferred stock issued in the future.
The Amendment also applies to the terms of the Companys outstanding 8.00% Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share (the Series B Preferred Stock). At the time of issuance of the Series B Preferred Stock, the Companys Amended and Restated Articles of Incorporation required dividends on the Series B Preferred Stock to be cumulative. By the terms of the Series B Preferred Stock, dividends on the Series B Preferred Stock became non-cumulative upon effectiveness of the Amendment.
A copy of the Articles of Amendment to the Companys Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1, 4.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
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 (the Board) of the Company:
Nominee |
Number of Votes
FOR |
Number of Votes
Withheld |
Broker
Non-Votes |
|||||||
John F. Bergstrom |
123,543,608 | 13,686,475 | 20,064,417 | |||||||
Ruth M. Crowley |
123,162,431 | 14,067,652 | 20,064,417 | |||||||
Philip B. Flynn |
136,067,128 | 1,162,956 | 20,064,417 | |||||||
Ronald R. Harder |
135,396,230 | 1,833,854 | 20,064,417 | |||||||
William R. Hutchinson |
135,558,475 | 1,671,608 | 20,064,417 | |||||||
Robert A. Jeffe |
124,877,428 | 12,352,655 | 20,064,417 | |||||||
Eileen A. Kamerick |
135,844,779 | 1,385,304 | 20,064,417 | |||||||
Richard T. Lommen |
123,251,052 | 13,979,031 | 20,064,417 | |||||||
J. Douglas Quick |
135,521,736 | 1,708,347 | 20,064,417 | |||||||
John C. Seramur |
135,181,265 | 2,048,818 | 20,064,417 | |||||||
Karen T. van Lith |
134,364,433 | 2,865,650 | 20,064,417 | |||||||
John (Jay) B. Williams |
124,878,312 | 12,351,771 | 20,064,417 |
(2) Approval of the amendment of the Amended and Restated Articles of Incorporation of the Company regarding the rights and preferences of preferred stock.
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes |
|||
134,158,142 |
2,194,965 | 876,972 | 20,064,421 |
(3) Approval of an advisory (non-binding) proposal on named executive officer compensation.
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes |
|||
86,940,998 |
48,270,869 | 2,018,213 | 20,064,420 |
(4) Advisory vote on the frequency of advisory (non-binding) approval of named executive officer compensation.
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
||||
131,943,128 |
525,242 | 3,032,985 | 1,728,720 | 20,064,425 |
(5) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2012.
Number of Votes FOR |
Number of Votes Against |
Withheld/Abstentions |
Broker Non-Votes |
|||
155,192,534 |
1,431,801 | 670,165 | 0 |
In light of the results of the advisory vote on the frequency of advisory (non-binding) approval of named executive officer compensation, the Board determined that the Company will hold an annual advisory (non-binding) vote on named executive officer compensation. The Board will reevaluate this determination after the next shareholder advisory vote on
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit
|
Description |
|
3.1, 4.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp regarding the rights and preferences of preferred stock, effective April 25, 2012 |
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 | ||||||
Date: April 25, 2012 | By: | /s/ Kristi A. Hayek | ||||
Kristi A. Hayek |
||||||
Senior Vice President & Deputy General Counsel |
Exhibit Index
Exhibit
|
Description |
|
3.1, 4.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp regarding the rights and preferences of preferred stock, effective April 25, 2012 |
Exhibit 3.1, 4.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ASSOCIATED BANC-CORP
These Articles of Amendment (the Articles of Amendment ) to the Amended and Restated Articles of Incorporation of Associated Banc-Corp, a corporation organized under Chapter 180 of the Wisconsin Statutes (the Corporation ), are executed by the undersigned for the purpose of amending the Corporations Amended and Restated Articles of Incorporation. In accordance with the provisions of Sections 180.1003 and 180.1006 of the Wisconsin Statutes, the amendment, set forth below, to the Corporations Amended and Restated Articles of Incorporation was duly adopted by Board of Directors of the Corporation and by the shareholders of the Corporation.
ARTICLE I
The name of the Corporation is Associated Banc-Corp
ARTICLE II
The following Articles of Amendment constituting an amendment to the Corporations Amended and Restated Articles of Incorporation were adopted by the Board of Directors of the Corporation on January 24, 2012 and by the shareholders of the Corporation on April 24, 2012, in accordance with Section 180.1003 of the Wisconsin Statutes:
The Amended and Restated Articles of Incorporation are hereby amended by amending and restating ARTICLE III, Section 2 in its entirety to read as follows:
In accordance with the provisions of the Wisconsin Business Corporation Law, the Board of Directors may determine the preferences, limitations and relative rights of (1) any Preferred Stock before the issuance of any shares of Preferred Stock and (2) one or more series of Preferred Stock, and designate the number of shares within that series, before the issuance of any shares of that series.
In addition, ARTICLE III, Sections 3, 4, 5 and 6 are hereby deleted in their entirety, and ARTICLE III, Sections 7, 8 and 9 are hereby re-numbered 3, 4 and 5, respectively.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Associated Banc-Corp has caused these Articles of Amendment to be executed by its duly authorized officer on this 24th day of April, 2012.
ASSOCIATED BANC-CORP | ||||
By: |
/s/ Kristi A. Hayek |
|||
Name: | Kristi A. Hayek | |||
Title: |
Senior Vice President, Acting General Counsel and Corporate Secretary |
This document was drafted by:
Kristi A. Hayek
Senior Vice President,
Acting General Counsel and Corporate Secretary
Associated Banc-Corp
330 East Kilbourn Avenue, Suite 200
Milwaukee, WI 53202