8-K
Associated Banc-Corp (ASB)
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 29, 2025 | |
|---|---|---|
| Associated Banc-Corp | ||
| --- | ||
| (Exact name of registrant as specified in its charter) | ||
| --- | ||
| Wisconsin | 001-31343 | 39-1098068 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission<br> 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<br><br>Symbol(s) | Name of each exchange on which<br><br>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%<br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On April 29, 2025, Associated Banc-Corp (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Associated Banc-Corp 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the granting of the following types of awards to the Company’s non-employee directors and executive officers, employees and consultants:
| · | Restricted Stock Awards; |
|---|---|
| · | Restricted Stock Units (time-<br>and performance-based); |
| --- | --- |
| · | Stock Options (non-qualified and<br>incentive stock options); |
| --- | --- |
| · | Stock Appreciations Rights; and |
| --- | --- |
| · | Dividend Equivalent Units. |
| --- | --- |
A more detailed description of the terms of the 2025 Plan is included in the Company’s Proxy Statement on Schedule 14A on March 17, 2025, as supplemented, relating to the Annual Meeting (the “Proxy Statement”), and the foregoing description of the 2025 Plan is qualified in its entirety be reference to the 2025 Plan attached as Appendix A to the Proxy Statement, which is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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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<br><br> <br>Votes<br><br> <br>FOR | Number of<br><br> <br>Votes<br><br> <br>Withheld | Broker Non-<br><br> <br>Votes |
| --- | --- | --- | --- |
| R. Jay Gerken | 133,700,025 | 974,197 | 12,567,797 |
| Judith P. Greffin | 134,075,158 | 599,064 | 12,567,797 |
| Michael J. Haddad | 134,134,166 | 540,056 | 12,567,797 |
| Andrew J. Harmening | 133,687,759 | 986,463 | 12,567,797 |
| Robert A. Jeffe | 132,253,807 | 2,420,415 | 12,567,797 |
| Rodney Jones-Tyson | 134,083,570 | 590,652 | 12,567,797 |
| Eileen A. Kamerick | 128,250,898 | 6,423,324 | 12,567,797 |
| Gale E. Klappa | 133,579,332 | 1,094,890 | 12,567,797 |
| Kristen M. Ludgate | 134,106,481 | 567,741 | 12,567,797 |
| Cory L. Nettles | 132,929,059 | 1,745,163 | 12,567,797 |
| Owen J. Sullivan | 134,089,274 | 584,948 | 12,567,797 |
| Karen T. van Lith | 132,434,523 | 2,239,699 | 12,567,797 |
| John (Jay) B. Williams | 133,191,750 | 1,482,472 | 12,567,797 |
Each of the nominees was elected by the Company’s shareholders.
| (2) | Approval of the AssociatedBanc-Corp 2025 Equity Incentive Plan: | ||
|---|---|---|---|
| Numberof Votes FOR | Number of Votes Against | Withheld/Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 129,327,463 | 4,551,833 | 794,920 | 12,567,797 |
The matter was approved by the Company’s shareholders.
| 2 |
| --- | | (3) | Advisory approval of Associated Banc-Corp’s named executive officer compensation: | | --- | --- | | Numberof Votes FOR | Number of Votes Against | Withheld/Abstentions | Broker Non-Votes | | --- | --- | --- | --- | | 130,461,726 | 3,355,462 | 857,034 | 12,567,797 |
This matter was approved by the Company’s shareholders.
| (4) | Ratification of KPMG LLP as the independent registered public accounting firm for the Company forthe year ending December 31, 2025: | ||
|---|---|---|---|
| Numberof Votes FOR | Number of Votes Against | Withheld/Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 144,786,782 | 2,121,163 | 334,074 | 0 |
This matter was approved by the Company’s shareholders.
Item 8.01. Other Events.
On April 29, 2025, 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 29, 2025, 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
| 10.1 | Associated Banc-Corp 2025 Equity Incentive Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed<br>on March 17, 2025, as supplemented, in connection with the 2025 Annual Meeting of Shareholders of Associated Banc-Corp |
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| 99.1 | Press Release dated April 29, 2025 |
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| 104 | Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL<br>document |
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| 3 |
| --- | | 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, 2025 | By: /s/<br> Randall J. Erickson | | | Randall J. Erickson | | | Executive Vice President, General Counsel and Corporate Secretary |
| 4 |
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Exhibit 99.1
| NEWS RELEASE |
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| Investor Contact:<br><br> Ben McCarville, Vice President, Director<br> of Investor Relations<br> 920-491-7059<br><br> <br><br><br> <br>Media Contact:<br><br> <br>Andrea<br> Kozek, Vice President, Public Relations Senior Manager<br> 920-491-7518 |
AssociatedAnnounces Annual Meeting Results and Dividends
GREEN BAY, Wis. –– April 29, 2025 –– Associated Banc-Corp (NYSE:ASB) (“Associated”) today announced the results of the actions taken at its 2025 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 90 mutual funds associated with AllianceBernstein |
| - | 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 |
| - | Kristen M. Ludgate, strategic advisor at HP Inc. |
| - | Cory L. Nettles, founder and managing director, Generation Growth Capital, Inc. |
| - | Owen J. Sullivan, former president and chief operating officer of the former NCR Corporation |
| - | Karen T. van Lith, founder and CEO of APEL Worldwide, LLC |
Shareholders also (1) approved the Associated Banc-Corp 2025 Equity Incentive Plan, (2) approved named executive officer compensation, and (3) ratified the selection of KPMG LLP as Associated’s independent accounting firm for 2025.
Dividends Declared
The Associated Board of Directors declared a regular quarterly cash dividend of $0.23 per common share, payable on June 16, 2025, to shareholders of record at the close of business on June 2, 2025.
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 16, 2025, to shareholders of record at the close of business on June 2, 2025.
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 16, 2025, to shareholders of record at the close of business on June 2, 2025.
ABOUT ASSOCIATED BANC-CORP
Associated Banc-Corp (NYSE: ASB) has total assets of $43 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, Minnesota and Missouri. The Company also operates loan production offices in Indiana, Kansas, Michigan, 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 release 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,” “intend,” "target,” “outlook,” “project,” “guidance,” “forecast,” 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 Form 10-Qs and other SEC filings, and such factors are incorporated herein by reference.